Common use of The Swing Line Clause in Contracts

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line Lender agreesagrees (severally, not jointly), in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.052.4, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during prior to the Availability Period Termination Date for the Revolver Facility in an aggregate amount not up to exceed at any time outstanding the amount of the such Swing Line SublimitLender’s Swing Line Commitment, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of Revolving Revolver Loans and L/C - BA Obligations Exposure of the Revolving such Revolver Lender acting as Swing Line Lender, may exceed the amount of such Revolving Revolver Lender’s Revolving Credit Revolver Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings aggregate Outstanding Amount of all Swing Line Loans made by the Swing Line Lenders shall not exceed the Aggregate Revolving Credit CommitmentsSwing Line Sublimit, (ii) the Revolver Commitment Usage shall not exceed the Revolver Commitment, and (iiiii) the aggregate Outstanding Amount of the Revolving Revolver Loans of any Revolving Revolver Lender, plus such Revolving Revolver Lender’s Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of all L/C - BA ObligationsExposure, plus such Revolving Revolver Lender’s Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Revolver Lender’s Revolving Credit Revolver Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.4, prepay under Section 2.063.2, and reborrow under this Section 2.052.4. Each Swing Line Loan shall be a Base Rate Revolving Daily Floating LIBOR Loan. Immediately upon the making of a Swing Line Loan, each Revolving Revolver 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 Revolver Lender’s Pro Rata Revolving Share Commitment Percentage times the amount of such Swing Line Loan. Notwithstanding anything to the contrary in this clause (a), a Swing Line Lender shall not be obligated to make Swing Line Loans (x) at a time when any Revolver Lender is a Defaulting Lender or (y) if such Swing Line Lender reasonably believes that a Revolver Lender will become a Defaulting Lender.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesmay in its sole discretion, and in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each The Borrower will have the option to choose whether the Swing Line Loan shall be is a (1) Base Rate Revolving Loan, or a (2) Daily Floating Eurodollar Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to 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 until the Availability Period 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and ; provided, further, that 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 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving LoanRate. 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 Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of the Committed Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agreesLender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.052.06, to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the 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 Pro Rata Swing Line Lender’s Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Loans and Credit Loans, L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, and Competitive Loans may exceed the amount of such Revolving the Swing Line Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) Availability shall be greater than or equal to $0 (it being understood and agreed that for purposes of calculating Availability with respect to any Swing Line Borrowing all or a portion of the Total Revolving Outstandings proceeds of which are to be used (and are actually used) within thirty (30) days following receipt thereof to make one or more Reserve-Related Expenditures, the Empire Reserve shall not exceed include the Aggregate Revolving Credit Commitments, amount of such Reserve-Related Expenditures that are to be made (and are actually made) within such thirty (30) day period from the proceeds of such Swing Line Borrowing) and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Credit Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all Swing Line Loans, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Competitive Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and provided, further, that the (y) no 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 conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure (after giving effect to Section 2.21(a)(iv)). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.06, prepay under Section 2.062.07, and reborrow under this Section 2.052.06. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Applicable Revolving Share 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 agreesmay, in its discretion, in reliance upon the agreements of the other Domestic Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Domestic Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Domestic Revolving Loans and L/C - BA Obligations of the Domestic Revolving Lender acting as Swing Line Lender, may exceed the amount of such Domestic Revolving Lender’s Domestic Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Loan Cap, (ii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit CommitmentsLoan Cap, and (iiiii) the aggregate Outstanding Amount of the Domestic Revolving Loans of any Domestic Revolving LenderLender at such time, plus such Domestic Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Domestic Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Domestic Revolving Lender’s Domestic Revolving Credit Commitment, and provided, further, that the Borrower Domestic Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and provided further that the Swing Line Lender may refuse, and such refusal shall not be deemed an abuse of the Swing Line Lender’s discretion to make Swing Line Loans as provided herein, to make any Swing Line Loan at any time when any Domestic Revolving Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Lead Borrower or such Domestic Revolving Lender to eliminate the Swing Line Lender’s risk with respect to such Domestic Revolving Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Domestic Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving LoanRate. Immediately upon the making of a Swing Line Loan, each Domestic Revolving 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 Domestic Revolving Lender’s Pro Rata Revolving Share times Applicable Percentage multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “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 herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the an amount of equal to the Swing Line Sublimit; provided that such amount is part of, and not in addition to, the Aggregate Revolving Commitments, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line LenderLender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) except as set forth above, the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesmay, in its sole and absolute discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Lead Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Loan Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Adjusted Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Tranche 1 Revolving Credit Commitment and Tranche 2 Revolving Credit Commitment; provided, however, that after giving effect to the making of any Swing Line Loan, Loan (iother than Protective Advances) (A) the Total sum (without duplication) of (I) Tranche 1 Revolving Outstandings Credit Exposure of all Tranche 1 Revolving Credit Lenders plus (II) all Unpaid L/C Lender Amounts of all of the Tranche 1 Revolving Credit Lenders plus (III) all Unpaid Swing Line Loan Amounts of all of the Tranche 1 Revolving Credit Lenders shall not exceed the Aggregate Revolving Credit Commitments, and lesser of (iix) the aggregate Outstanding Amount of Tranche 1 Revolving Credit Commitments and (y) the Tranche 1 Borrowing Base at such time, (B) the Tranche 1 Revolving Loans Credit Exposure of any Tranche 1 Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans Credit Lender shall not exceed such Tranche 1 Revolving Credit Lender’s Tranche 1 Revolving Credit Commitment, (C) the sum of (without duplication) (I) the Tranche 2 Revolving Credit Exposure of all Tranche 2 Revolving Credit Lenders plus (II) all Unpaid L/C Lender Amounts of all of the Tranche 2 Revolving Credit Lenders plus (III) all Unpaid Swing Line Loan Amounts of all of the Tranche 2 Revolving Credit Lenders shall not exceed the lesser of (x) the aggregate Tranche 2 Revolving Credit Commitments and (y) the Tranche 2 Borrowing Base at such time, (D) the Tranche 2 Revolving Credit Exposure of any Tranche 2 Revolving Credit Lender shall not exceed such Tranche 2 Revolving Credit Lender’s Tranche 2 Revolving Credit Commitment and (E) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the lesser of (x) the aggregate Revolving Credit Commitments and (y) the Borrowing Base at such time; provided, further, that the Lead 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 Lead Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving LoanRate. 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 in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Share times the amount of such as Tranche 1 Swing Line LoanParticipations and Tranche 2 Swing Line Participations in the manner set forth in Section 2.04(b).

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05its sole discretion, to make loans denominated in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day (other than the Closing Date) during the Revolving Credit Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender▇▇▇▇▇▇’s Revolving Credit Commitment; provided, however, provided that after giving effect to any Swing Line LoanLoan and the risk participation assumed pursuant to the last sentence hereof, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving other Lender (other than the Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment then in effect; provided, further, that no Swing Line Lender shall be obligated to make any Swing Line Loan if the Outstanding Amount of Swing Line Loans made by such Swing Line Lender after giving effect to the risk participation assumed by the other Revolving Credit Lenders pursuant to the last sentence hereof, when aggregated with the Outstanding Amount of Letters of Credit issued by such Swing Line Lender and the Revolving Credit Exposure of such Swing Line Lender (other than Revolving Credit Exposure attributable to Swing Line Loans and Letters of Credit made and issued by such Swing Line Lender) would exceed the Swing Line Lender’s Revolving Credit Commitment; provided, further, that Swing Line Lender shall not be required to make any Swing Line Loan (A) at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied or (B) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default; 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 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender▇▇▇▇▇▇’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, (iii) the Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit and provided, further, that (iv) 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 2.052.04, prepay under Section 2.06, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Loan Outstanding shall not exceed the Aggregate Revolving Credit CommitmentsCommitments at such time, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving LenderLender at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to may in its sole discretion make loans advances (each such loanadvance, a “Swing Line LoanAdvance”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period period from the Effective Date to the Termination 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 LoansAdvances, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans Credit Advances and L/C - BA 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 after giving effect to any Swing Line LoanAdvance, (i) the Total Revolving Outstandings aggregate Outstanding Amount of all Advances and all L/C Obligations shall not exceed the Aggregate Revolving Credit CommitmentsFacility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Loans Credit Advances of any Revolving LenderCredit Lender at such time, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans Advances at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, provided further that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan Advance to refinance any outstanding Swing Line LoanAdvance. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.06, and reborrow under this Section 2.052.04. Each Swing Line Loan Advance shall be a Base Rate Revolving LoanAdvance. Immediately upon the making of a Swing Line LoanAdvance, 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 Advance in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Revolving Share times the amount of such Swing Line LoanAdvance.

The Swing Line. Subject to the terms and conditions set forth herein, the herein each applicable Swing Line Lender severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, 2.16 to make loans (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers other than TFA and (y) in Australian Dollars to the Borrower TFA, from time to time on any Business Day during the Availability Period applicable to such Borrower in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than TFA, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share ratable share of the Outstanding Amount of Revolving Committed Loans and L/C - BA Obligations Money Market Loans of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit CommitmentCommitments or (iii) for all Swing Line Loans made to TFA, the amount of the Australian Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings in respect of the Tranche A Borrowers, TCCI or TFA, respectively, shall not exceed the applicable Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving LenderLender under the Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans to the applicable Borrower(s) shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment applicable to such Borrower(s), (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender with a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s Swing Line Loans made to TFA shall not exceed such Lender’s Commitment Cap, and (iv) if after giving effect to any Swing Line Loan the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Swing Line Loan shall not be made without the consent of TKG (which consent may be waived only by TKG) and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Borrowing shall consist of borrowings made from the several applicable Swing Line Lenders ratably to their respective applicable Swing Line Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.16, prepay under Section 2.062.4, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan2.16. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share ratable share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the J▇▇▇▇▇▇▇▇, in its capacity as Swing Line Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Credit Commitments, Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving LenderL▇▇▇▇▇’s Pro Rata Revolving 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 agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower and/or the Co-Borrower identified by Borrower in the applicable Swing Line Loan Notice from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment and (iii) the aggregate Unsecured Debt of the Borrower and the Consolidated Entities (including any requested or pending Credit Extension) shall not exceed the amount permitted pursuant to Section 7.03(a)(ii) hereof, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower and Co-Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each The Borrower will have the option to choose whether the Swing Line Loan shall be is a (1) Base Rate Revolving Loan, or a (2) Daily Simple Swing Line Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Parent Borrower from time to time on any Business Day during (other than the Availability Period Closing Date) until the 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lenderother Lender (including its Pro Rata Share of any Euro Loans), plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanCommitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Parent Borrower may borrow under this Section 2.052.04 (provided that, in each such case, such Swing Line Loans shall not, after giving effect thereto and to the application of the proceeds thereof, result at such time in the aggregate Revolving Credit Exposures exceeding the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments, in each case as then in effect (subject to Section 2.01(c)), prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during until the Availability Period 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, Facility and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Revolving Share 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, ; 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 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving LoanRate. 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 Pro Rata Share of the Revolving Share times Credit Facility 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during from and including the Availability Period Closing 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.06, to 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 prior to the Availability Period Revolving Termination 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 Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Usage shall not exceed the Aggregate Revolving Credit CommitmentsCommitments at such time, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving LenderLender at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.06, prepay under Section 2.062.08, and reborrow under this Section 2.052.06. Each Swing Line Loan shall be a Base Rate Revolving Loanbear interest only at the Swing Line Rate. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. (i) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans denominated in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during (other than the Availability Period Closing Date) until the Business Day prior to the Maturity Date with respect to the Extended 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, Commitment then in effect; provided further that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan. (ii) Notwithstanding anything to the contrary in Section 2.04(g), on the Amendment No. 7 Effective Date, the participations in any outstanding Swing Line Loans shall be reallocated so that after giving effect thereto the Non-Extended Revolving Credit Lenders and the Extended Revolving Credit Lenders shall share ratably in the Swing Line Obligations in accordance with their respective Pro Rata Shares of the aggregate Revolving Credit Commitments (including both the Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments from time to time in effect). Thereafter, until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, the participations in any new Swing Line Loans shall be allocated ratably in accordance with the Revolving Credit Lenders’ respective Pro Rata Shares of the aggregate Revolving Credit Commitments (including both the Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments). On the Maturity Date with respect to the Non-Extended Revolving Credit Facility all then outstanding Swing Line Loans shall be repaid in full (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such Maturity Date); provided, however, that if, and only to the extent that, on the Maturity Date with respect to the Non-Extended Revolving Credit Facility (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(c)(ix)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that all or a portion of the then outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments and in compliance with the Swing Line Sublimit, then there shall be an automatic adjustment on the Maturity Date with respect to the Non-Extended Revolving Credit Facility of the participations in such Swing Line Loans, the same shall be deemed to have been incurred solely pursuant to the Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on the Maturity Date with respect to the Non-Extended Revolving Credit Facility. Commencing with the Maturity Date with respect to the Non-Extended Revolving Credit Facility, the Swing Line Sublimit shall be the lesser of (x) $25,000,000 and (y) the aggregate principal amount of the total unutilized Extended Revolving Credit Commitments at such time.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during from and including the Availability Period Closing 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving LenderLender (other than the relevant Swing Line Lender solely in its capacity as such), plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrower to eliminate the Swing Line Lender’s risk (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, 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 2.052.04, prepay under Section 2.06, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Citi, in its capacity as Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure (plus the amount of any Protective Advances) shall not exceed the Aggregate Revolving Credit Commitments, Line Cap at such time and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Revolving Lender’s Revolving Credit Commitment, Commitment then in effect and (y) such Lender’s Pro Rata Share of the Borrowing Base 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving 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 agreesmay, in its sole discretion and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Lead Borrower from time to time on any Business Day during the 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 Pro Rata Applicable Percentage in respect of the Revolving Share Credit Facility of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Outstandings under the Revolving Outstandings Credit Facility shall not exceed the Aggregate Revolving Credit CommitmentsLoan Cap, (ii) the Total Outstandings under the Facilities shall not exceed the Total Loan Cap and (iiiii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender (other than the Swing Line Lender) at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsLC Obligations at such time, plus such Revolving Lender’s Pro Rata Applicable Percentage in respect of the Revolving Share Credit Facility of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that without limitation of the Borrower foregoing, the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure; and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving LoanRate. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Applicable Percentage in respect of the Revolving Share Credit Facility times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Parent Borrower from time to time on any Business Day during (other than the Availability Period Closing Date) until the 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanCommitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Parent Borrower may borrow under this Section 2.05, prepay under Section 2.06, 2.04 and reborrow under this Section 2.04 (provided that, in each such case, such Swing Line Loans shall not, after giving effect thereto and to the application of the proceeds thereof, result at such time in the aggregate Revolving Credit Exposures’ exceeding the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments, in each case as then in effect (subject to Section 2.01(c)) and the Parent Borrower may prepay under Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesLender, in reliance upon the agreements of the other USD Revolving Lenders set forth in this Section 2.052.04, to may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Applicable USD Revolving Share Percentage of the Outstanding Amount of USD Revolving Loans and L/C - C-BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such USD Revolving Lender’s USD Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total USD Revolving Outstandings shall not exceed the Aggregate USD Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the USD Revolving Loans of any USD Revolving Lender (other than the Swing Line Lender), plus such USD Revolving Lender’s Pro Rata Applicable USD Revolving Share Percentage of the Outstanding Amount of all L/C - C-BA Obligations, plus such USD Revolving Lender’s Pro Rata Applicable USD Revolving Share Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such USD Revolving Lender’s USD Revolving Credit Commitment, and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each USD Revolving 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 Lender’s Pro Rata Applicable USD Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period period from the Funding Date to the date ten days prior to the Revolving Loan 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 Pro Rata Revolving Share of the Outstanding Effective Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line LenderLender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Credit Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total aggregate Effective Amount of all Revolving Outstandings Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Total Revolving Credit CommitmentsLoan Commitment at such time, and (ii) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Loan Commitment, and provided, further, that the Borrower Swing Line Lender shall not use the proceeds of make any Swing Line Loan to refinance any an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.07, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Proportionate Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to a Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the First Amendment Effective Date until the date which is one Business Day prior to the Maturity Date of the 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 Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the Total Revolving Outstandings Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Aggregate aggregate Participating Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Participating Revolving Credit Commitment, and Commitment then in effect; provided, further, that the a 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 a Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. 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 Lender’s Pro Rata Revolving 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, and so long as no Revolving Credit Lender shall be an Impacted Lender, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during until the Availability Period 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and ; provided, further, that 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 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving LoanRate. 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 Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the herein each applicable Swing Line Lender severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, 2.16 to make loans (each such loan, a “Swing Line Loan”) (x) in US Dollars or any Alternative Currency to the Borrowers other than TFA and (y) in Australian Dollars to the Borrower TFA, from time to time on any Business Day during the Availability Period applicable to such Swing Line Lender in an aggregate amount not to exceed at any time outstanding (i) for each applicable Swing Line Lender, such Swing Line Lender’s applicable Swing Line Commitment, (ii) for all Swing Line Loans made to the Borrowers other than TFA, the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share ratable share of the Outstanding Amount of Revolving Committed Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit CommitmentCommitments or (iii) for all Swing Line Loans made to TFA, the amount of the Australian Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings in respect of the Tranche A Borrowers, TCCI or TFA, respectively, shall not exceed the applicable Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving LenderLender under the Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans to the applicable Borrower(s) shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment applicable to such Borrower(s) and (iii) the aggregate Outstanding Amount of Committed Loans of any Lender under the Tranche A Facility, the Tranche B Facility and the Tranche C Facility, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus, in the case of a Swing Line Lender and without duplication, such Lender’s Swing Line Loans shall not exceed such Lender’s Commitment Cap and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Borrowing shall consist of borrowings made from the several applicable Swing Line Lenders ratably to their respective applicable Swing Line Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.16, prepay under Section 2.062.4, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan2.16. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share ratable share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Citizens, in its capacity as Swing Line Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that prior to giving effect to the participation by the other Revolving Credit Lenders of such Swing Line Loans pursuant to the last sentence of this paragraph, such Swing Line Loans, when aggregated with the Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; provided, howeverthat, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Credit Commitments, Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to 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 Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during until the Availability Period Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Credit Commitments, Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving LenderL▇▇▇▇▇’s Revolving Credit Commitment, and 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving LenderL▇▇▇▇▇’s Pro Rata Revolving 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make consider in its sole and absolute discretion making loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the lesser of (A) the Aggregate Commitments, (B) the Unencumbered Pool Value, and (C) the sum of (1) the Term Loan Commitment Amount plus (2) the Revolving Credit CommitmentsCommitment Amount, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment. The Swing Line is a discretionary, uncommitted facility and provided, further, that 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05hereunder. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Credit Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Revolving Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Parent Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Credit Commitments, Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and Commitment then in effect; provided, further, that the Parent 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 Parent Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving 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 agrees, in its sole discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C - C-BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - C-BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share Applicable Percentage times the amount of such Swing Line Loan. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Parent Borrower from time to time on any Business Day during (other than the Availability Period Closing Date) prior to the 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 Pro Rata Revolving Share of the Outstanding Amount of Dollar Revolving Credit Loans and Dollar L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Dollar Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Revolving other Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Dollar L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Dollar Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanCommitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Parent Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Dollar 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesmay, in its sole discretion, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit CommitmentsLoan Cap, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving LenderLender at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a bear interest only at the Base Rate Revolving LoanRate. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times Applicable Percentage multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “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 herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date until the date which is one (1) Business Day prior to the Maturity Date of the 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 Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the Total Revolving Outstandings Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Aggregate aggregate Participating Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Participating Revolving Credit Commitment, and 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. 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 Lender’s Pro Rata Revolving 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 agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to 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 Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Revolver Percentage of the Outstanding Amount of Revolving Revolver Committed Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving the Swing Line Lender’s Revolving Credit Revolver Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Outstanding Amount of Revolver Committed Loans and Swing Line Loans and L/C Obligations shall not exceed the Aggregate Revolving Credit Revolver Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Revolver Committed Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share Applicable Revolver Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Revolver Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Revolver Loan Commitment, and provided, further, that (A) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (B) Swing Line Loans may not be outstanding for more than ten (10) total Business Days (in the aggregate) during any calendar month period. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Committed Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share Applicable Revolver 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during after the Availability Period Closing 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (iix) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving LenderLender (other than the relevant Swing Line Lender solely in its capacity as such), plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment then in effect and (y) the aggregate Revolving Credit Exposures shall not exceed the aggregate Revolving Credit Commitments then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrower to eliminate the Swing Line Lender’s fronting exposure (after giving effect to Section 2.19(b)) with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing, that or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. The Borrower shall repay to the Swing Line Lender each Defaulting Lender’s portion (after giving effect to Section 2.19(b)) of each Swing Line Loan promptly following demand by the Swing Line Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Swing Line Loans shall 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line Lender agreesagrees (severally, not jointly), in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.052.4, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during prior to the Availability Period in an aggregate amount not to exceed at any time outstanding Termination Date for the amount of the Swing Line SublimitRevolver Facility, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of Revolving Revolver Loans and L/C - BA Obligations Exposure of the Revolving such Revolver Lender acting as Swing Line Lender, may exceed the amount of such Revolving Revolver Lender’s Revolving Credit Revolver Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings aggregate Outstanding Amount of all Swing Line Loans made by the Swing Line Lenders shall not exceed the Aggregate Revolving Credit CommitmentsSwing Line Sublimit, (ii) the Revolver Commitment Usage shall not exceed the Revolver Commitment, and (iiiii) the aggregate Outstanding Amount of the Revolving Revolver Loans of any Revolving Revolver Lender, plus such Revolving Revolver Lender’s Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of all L/C - BA ObligationsExposure, plus such Revolving Revolver Lender’s Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Revolver Lender’s Revolving Credit Revolver Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.4, prepay under Section 2.063.2, and reborrow under this Section 2.052.4. Each Swing Line Loan shall be a Base Rate Revolving Daily Floating LIBOR Loan. Immediately upon the making of a Swing Line Loan, each Revolving Revolver 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 Revolver Lender’s Pro Rata Revolving Share Commitment Percentage times the amount of such Swing Line Loan. Notwithstanding anything to the contrary in this clause (a), a Swing Line Lender shall not be obligated to make Swing Line Loans (x) at a time when any Revolver Lender is a Defaulting Lender or (y) if such Swing Line Lender reasonably believes that a Revolver Lender will become a Defaulting Lender.

The Swing Line. Subject to the terms and conditions set forth herein, the ▇▇▇▇▇▇▇▇▇, in its capacity as Swing Line Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Credit Commitments, Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender▇▇▇▇▇▇’s Pro Rata Revolving 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 agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to may in its sole and absolute discretion make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit CommitmentCommitment in its capacity as a Revolving Lender; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (ii) the aggregate amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment of the Swing Line Lender and (iiiii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment. The Swing Line is a discretionary, uncommitted facility and provided, further, that the Borrower shall not use Swing Line Lender may terminate or suspend the proceeds of Swing Line at any time in its sole discretion upon notice to the Company which notice may be given by the Swing Line Lender before or after the Company requests a 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 2.05, prepay under Section 2.06, and reborrow under this Section 2.05hereunder. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (less, with respect only to the Alternative Currency Funding Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Funding Fronting Lender for such Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesmay, in its sole discretion, and in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender (less, with respect only to the Alternative Currency Funding Fronting Lender, the aggregate Alternative Currency Risk Participations in all Loans denominated in Alternative Currencies; and less, with respect only to the Singapore Borrowing Funding Fronting Lender, the aggregate Singapore Borrowing Risk Participations in all Loans pursuant to a Singapore Borrowing Event), plus, with respect only to the Alternative Currency Participating Lenders, the Outstanding Amount of such Lender’s Alternative Currency Risk Participations in Loans denominated in Alternative Currencies and advanced by the Alternative Currency Funding Fronting Lender, plus, with respect only to the Singapore Borrowing Participating Lenders, the Outstanding Amount of such Lender’s Singapore Borrowing Risk Participations in Loans pursuant to a Singapore Borrowing Event and advanced by the Singapore Borrowing Funding Fronting Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Commitment Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. (i) Subject to the terms and conditions set forth herein, the Swing Line Lender agreesLender, in reliance upon the agreements of the other Extended Revolving Credit Lenders set forth in this Section 2.05‎Section 2.03, to may in its sole discretion, make loans to the Borrowers (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during (other than the Availability Period Closing Date) until the Maturity Date for the Extended 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 Pro Rata Revolving Share of the Outstanding Amount of Extended Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Extended Revolving Credit Commitment; provided, howeverthat, that after giving effect to any Swing Line Loan, (iix) the Total Extended Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Extended Revolving Credit Commitments, Commitment and (iiiiy) the aggregate Outstanding Amount of the Extended Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Extended Revolving Credit Commitment, and Commitment then in effect; provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with ‎Section 2.17(a)(iv). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.05‎Section 2.03, prepay under Section 2.06‎Section 2.04, and reborrow under this Section 2.05‎Section 2.03. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Extended 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make consider in its sole and absolute discretion making loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the lesser of (A) the Aggregate Revolving Credit Commitments, (B) the Unencumbered Pool Value, and (C) the sum of (1) the Term Loan Commitment Amount plus (2) the Revolving Commitment Amount, (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender▇▇▇▇▇▇’s Commitment and (iii) the Outstanding Amount of all Loans under the Revolving Credit CommitmentFacility, Swing Line Loans and provided, further, that the Borrower all L/C Obligations shall not use exceed the proceeds lesser of (A) the Revolving Commitment Amount and (B) the Unencumbered Pool Value. The Swing Line facility provided hereunder is a discretionary, uncommitted facility and Swing Line Lender may terminate or suspend the Swing Line Loans at any time in its sole discretion upon notice to Borrower 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05hereunder. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender▇▇▇▇▇▇’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower GMH Operating Partnership from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Oustandings shall not exceed the Aggregate Revolving Credit Commitments, (ii) the Total Oustandings plus all other Recourse Debt of the Companies shall not exceed the Borrowing Base Value, and (iiiii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower GMH Operating Partnership 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 GMH Operating Partnership may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Revolving Loan Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day after the Closing Date during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Loan Lender acting as Swing Line Lender, may exceed the amount of such Revolving Loan Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the Total Outstanding Amount of Revolving Outstandings Loans shall not exceed the Aggregate Revolving Credit Loan Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Loan Lender, plus such Revolving Loan Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Loan Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Loan Lender’s Revolving Credit Loan Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan 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 Loan Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Original Closing Date and until the Maturity Date of the Series A 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 Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit CommitmentCommitment (and in addition (I) before the Maturity Date for the Series C Revolving Credit Facility, the Swing Line Lender shall not be required to make Swing Line Loans unless there shall be Revolving Credit Lenders that are not Defaulting Lenders holding Series A Revolving Credit Commitments, Series B Revolving Credit Commitments and Series D Revolving Credit Commitments in an aggregate amount that is not less than the Swing Line Sublimit and (II) on and after the Maturity Date for the Series C Revolving Credit Facility and before the Maturity Date for the Series D Revolving Credit Facility, the Swing Line Lender shall not be required to make Swing Line Loans unless there shall be Revolving Credit Lenders that are not Defaulting Lenders holding Series A Revolving Credit Commitments and Series B Revolving Credit Commitments in an aggregate amount that is not less than the Swing Line Sublimit); providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure of the Revolving Credit Lenders shall not exceed the Aggregate aggregate Revolving Credit CommitmentsCommitment of the Revolving Credit Lenders (and (I) before the Maturity Date for the Series C Revolving Credit Facility, the Series A Revolving Credit Exposure, the Series B Revolving Credit Exposure and the Series D Revolving Credit Exposure (after giving effect to the reallocations referred to in Sections 2.03(p) and 2.04(h) as if they were to occur on such date) of each Series A Revolving Credit Lender, each Series B Revolving Credit Lender and each Series D Revolving Credit Lender that is not a Defaulting Lender shall not exceed such Series A Revolving Credit Lender’s Series A Revolving Credit Commitment, such Series B Revolving Credit Lender’s Series B Revolving Credit Commitment or such Series D Revolving Credit Lender’s Series D Revolving Credit Commitment, respectively and (II) on and after the Maturity Date for the Series C Revolving Credit Facility and before the Maturity Date for the Series D Revolving Credit Facility, the Series A Revolving Credit Exposure or the Series B Revolving Credit Exposure (after giving effect to the reallocations referred to in Sections 2.03(q) and 2.04(i) as if they were to occur on such date) of each Series A Revolving Credit Lender and each Series B Revolving Credit Lender that is not a Defaulting Lender shall not exceed such Series A Revolving Credit Lender’s Series A Revolving Credit Commitment and such Series B Revolving Credit Lender’s Series B Revolving Credit Commitment, respectively) and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving LoanLoan and bear interest at the Blended Base Rate Loan Interest 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 Lender’s Pro Rata Revolving 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 of the Swing Line Lender agreesLenders may, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.05 and in its sole discretion, to make its Pro Rata Swing Line Share of loans in US Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower BorrowerOperating Partnership, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitPeriod, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving USD-AMulticurrency Committed RC Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit CommitmentCommitment in respect of USD-AMulticurrency Committed RC Loans; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of Swing Line Loans made by such Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (iii) the Revolving Swing Line Exposure shall not exceed the Swing Line Sublimit and (iv) the aggregate Outstanding Amount of the USD-AMulticurrency Committed RC Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit USD-AMulticurrency RC Commitment, and provided, further, that the Borrower BorrowerOperating Partnership 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 BorrowerOperating Partnership may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the each Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans shall be available only in US Dollars.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate lesser of (x) the Borrowing Base Amount at such time and (y) the Revolving Credit CommitmentsFacility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving LenderCredit Lender at such time, plus such Revolving Credit Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, provided further that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving LoanRate. 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 Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during from and including the Availability Period Closing 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, 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 2.052.04, prepay under Section 2.06, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans in US Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans (excluding, in the case of the Swing Line Lender only, its Applicable Percentage of the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations), plus, in the case of the Swing Line Lender only, the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations, shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided(iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if any Lender is at such time a Defaulting Lender, furtherunless 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 actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be made or such Swing Line Loan and all other Swing Line Loans then outstanding as to which the Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, and provided further that the Borrower shall will 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 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall will be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall will 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 Lender’s Pro Rata Revolving Share times Applicable Percentage of the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Revolving 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 Revolving Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Revolving Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Revolving Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Lender with a Revolving 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 Lender’s Revolving Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender agreesLender, may in reliance upon the agreements of the other Lenders set forth in this Section 2.05its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Closing Date and until the Maturity Date 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Credit Commitments, Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving 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, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Applicable Revolving Share 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 agreesLender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.4, to may in its sole discretion make loans in Dollars or Canadian Dollars to Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and Outstanding Amount of L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Utilization of Revolving Outstandings Commitments shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment (other than with respect to the Swing Line Lender) and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit CommitmentExtension may have, Fronting Exposure, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.4, prepay under Section 2.062.14 and Section 2.15, and reborrow under this Section 2.052.4. Each Swing Line Loan denominated in Dollars shall be a Base Rate Revolving Loan and each Swing Line Loan denominated in Canadian Dollars shall be a Canadian Prime Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.052.04, to make loans in Dollars or in one or more Alternative Currencies (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitPeriod, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit CommitmentsFacility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Credit Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Credit Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (iii) the Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan (other than an AC Swing Line Loan) shall be a Base Rate Revolving LoanLoan and each AC Swing Line Loan shall bear interest as provided in Section 2.08(a). 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 Pro Rata Applicable Revolving Share Credit Percentage 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 Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to shall make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during until the Availability Period 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, Facility and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and ; provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow borrow, on a joint and several basis, under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving LoanRate. 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 in Dollars equal to the product of such Revolving Credit Lender’s Pro Rata Share of the Revolving Share times Credit Facility 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 agreesLenders, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.052.04, agree to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower and/or the Co-Borrower identified by Borrower in the applicable Swing Line Loan Notice from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing 95541499_13 Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the applicable Revolving Credit Lender acting as a Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that that, after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment and (iii) the aggregate Unsecured Debt of the Borrower and the Combined Parties (including any requested or pending Credit Extension) shall not exceed the amount permitted pursuant to Section 7.03(a) hereof, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower and Co-Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving 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 Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesLender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.052.04, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower and/or the Co-Borrower identified by Borrower in the applicable Swing Line Loan Notice from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that that, after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Credit Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment and (iii) the aggregate Unsecured Debt of the Borrower and the Consolidated Entities (including any requested or pending Credit Extension) shall not exceed the amount permitted pursuant to Section 7.03(a)(ii) hereof, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower and Co-Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans Advances (each such loanAdvance, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period period from the Effective Date to the Termination 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 Revolving Outstandings Outstanding Amount of all Advances, all L/C Obligations and all Swing Line Loans shall not exceed the Aggregate Revolving Credit CommitmentsTotal Commitment, and (ii) the aggregate Outstanding Amount of the Revolving Loans Advances of any Revolving Lender, Lender plus such Revolving Lender▇▇▇▇▇▇’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, Obligations plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender▇▇▇▇▇▇’s Revolving Credit Commitment, and provided, further, that (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (z) the Swing Line Lender will not be required to make any Swing Line Loans if, after giving effect to such Swing Line Loans (i) the sum of the Swing Line Lender’s Pro Rata Share of the Outstanding Amount of Advances (after giving effect to any repayment or prepayment thereof to occur immediately prior to or concurrently with such requested making of Swing Line Loans, including with any portion of the proceeds thereof), plus (ii) the sum of the Swing Line Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus (iii) the outstanding Swing Line Loans of the Swing Line Lender, exceed (iv) the Commitment of the Swing Line Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.11, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be in Dollars and shall bear interest at a rate based on the SOFR Daily Floating Rate, unless the SOFR Daily Floating Rate is unavailable for any reason set forth in Section 2.09 and no Successor Rate has been determined, in which case Swing Line Loans shall bear interest at a rate based on the Base Rate Revolving LoanRate. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender▇▇▇▇▇▇’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during from and including the Availability Period Closing 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, 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 2.052.04, prepay under Section 2.06, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.. NEWYORK 8648768 (2K)

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to 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 Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit CommitmentsFacility, and (ii) except with respect to the aggregate Swing Line Lender, the Pro Rata Share of any Revolving Lender of the Outstanding Amount of the all Revolving Loans of any Revolving LenderLoans, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that (x) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (y) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan2.04. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times of the amount of such Swing Line Loan.

The Swing Line. Subject The Loan Party Representative may request on behalf of any Applicable Borrower that the Swing Line Lender make, and subject to the terms and conditions set forth herein, the Swing Line Lender agreesLender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04 may, if in its sole discretion it elects to do so, make loans (each such loan, a “"Swing Line Loan”") in Dollars to the each Applicable Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s 's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share 's Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share 's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Credit Commitment, and provided, provided further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share '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 agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total aggregate Outstanding Amount of all Revolving Outstandings Loans, plus the aggregate Outstanding Amount of all Swing Line Loans, plus the aggregate Outstanding Amount of all L/C Obligations shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrower from time to time on any Business Day during the Revolving 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 Revolving Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the ​ CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENT) – PAGE 44 ​ amount of such ▇▇▇▇▇▇'s Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender's Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Lender's Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such ▇▇▇▇▇▇'s Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Lender with a Revolving 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 ▇▇▇▇▇▇'s Revolving Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Fourth Amendment and Restatement Effective Date and until the Maturity Date of the Series C 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 Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Series C Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Series C Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Series C Revolving Outstandings Credit Exposure of the Series C Revolving Credit Lenders shall not exceed the Aggregate aggregate Series C Revolving Credit Commitments, Commitment of the Series C Revolving Credit Lenders that are not Defaulting Lenders ) and (ii) the aggregate Outstanding Amount of the Series C Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Pro Rata Share of Series C Revolving Share Credit Commitments or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Series C Revolving Credit Commitment, and 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Series C 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 Lender’s Pro Rata Share of Series C Revolving Share Credit Commitments 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 agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of the Committed Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the lesser of (A) Aggregate Revolving Credit CommitmentsCommitments and (B) the Borrowing Base then in effect, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share Applicable Percentage times the amount of such Swing Line Loan.. QB\033578.02011\28349393.9

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, to make loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s 's Revolving Credit Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Utilization of Revolving Outstandings Loan Commitments shall not exceed the Aggregate Revolving Credit Loan Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s 's Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s 's Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Credit Loan Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow Swing Line Loans under this Section 2.05, prepay Swing Line Loans under Section 2.062.08, and reborrow Swing Line Loans under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s 's Pro Rata Share of the Revolving Share Loan Commitments times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agreesmay, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit CommitmentsLoan Cap, (ii) the Total Outstandings shall not exceed the Combined Loan Cap, and (iiiii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving LenderLender at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that (x) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (y) the Swing Line Lender shall not be obligated to make any Swing Line Loan at 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 such Revolving Lender to eliminate the Swing Line Lender’s risk with respect to such Revolving Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a bear interest only at the rate applicable to Base Rate Revolving LoanLoans. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share Applicable Percentage times 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 herein, the Swing Line Lender agreesmay, in its sole discretion and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Lead Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C - BA LC Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender11238955v2211516251 ▇▇▇▇▇▇’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings under the Revolving Outstandings Credit Facility shall not exceed the Aggregate Revolving Credit CommitmentsLoan Cap, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender) at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsLC Obligations at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that without limitation of the Borrower foregoing, the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure; and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrower from time to time on any Business Day during the Revolving 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 Revolving Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Lender's Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender's Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Lender's Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Lender with a Revolving 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 Lender's Revolving Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Percentage of the Outstanding Amount of Revolving Committed Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Lender’s Pro Rata Revolving Share Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment (other than a Swing Line Lender (as set forth above)), and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Revolving plus the Applicable Rate for Base Rate Loans that are Committed Loans and no Swing Line Loan may be converted to a Eurodollar Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s 's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata 's Applicable Revolving Share Credit Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata 's Applicable Revolving Share Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata 's Applicable Revolving Share 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 agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of the Committed Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s 's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the lesser of (A) Aggregate Revolving Credit CommitmentsCommitments and (B) the Borrowing Base then in effect, less all Unsecured Debt other than the Obligations, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share 's Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share 's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share '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 agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the lesser of (A) Aggregate Revolving Credit CommitmentsCommitments and (B) the Borrowing Base then in effect, less all Unsecured Debt other than the Obligations, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share Applicable Percentage times the amount of such Swing Line Loan. Notwithstanding the repayment period set forth in Section 2.07(b), on each date that a Revolving Loan is made, the Borrower shall repay all Swing Line Loans then outstanding and the proceeds of any such Revolving Loan shall be applied by the Administrative Agent first, to repay any Swing Line Loans outstanding and then as provided in the Committed Loan Notice relating to such Revolving Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to that it may make loans in its sole discretion (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the 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 Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit CommitmentsFacility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving LenderCredit Lender at such time, plus such Revolving Credit Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Applicable Revolving Share 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 agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, 2.04 agrees to make loans loans, in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Revolving Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Revolving Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Revolving Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Revolving Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, limits and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line Lender severally agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding its equal share of the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansSublimit and, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C - BA Obligations of the such Revolving Lender acting as a Swing Line Lender, may not exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (less, with respect only to each Alternative Currency Fronting Lender, such Lender’s equal share of the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lenders for such Lender, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, (iii) the Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Sublimit and provided, further, that (iv) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. No Swing Line Lender shall be under any obligation to make any Swing Line Loan if any Revolving Lender is at such time a Defaulting Lender hereunder, unless such Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such Swing Line Lender (in its sole discretion) with the Borrowers or such Defaulting Lender to eliminate such Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Line Loan then proposed to be made or such Swing Line Loan and all other Swing Line Loans as to which such Swing Line Lender has Fronting Exposure, as it may elect in its sole discretion. Within the foregoing limits, and subject to the other terms and conditions 64069629 hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.06, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agreesagreesmay, in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans in Dollars, Sterling or Euros to the US Borrower or in Euros or Sterling to the European Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit or, in the case of any European Swing Line Loans made to the European Borrower, the European Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA 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 that, after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, Facility at such time and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving LenderCredit Lender at such time, plus such Revolving Credit Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Credit Lender’s Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, ; and provided, further, that the neither Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the US Borrower and the European Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.(

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount outstanding not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Aggregate Revolving Outstandings shall not exceed the Aggregate Revolving Credit CommitmentsCommitments minus the Reserve Amount, (iii) unless the conditions precedent set forth in Section 4.03 have been satisfied, the Aggregate Revolving Outstandings shall not exceed $150,000,000 minus the Reserve Amount, and (iiiii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such that Revolving Lender’s Pro Rata Revolving Share Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such that Revolving Lender’s Pro Rata Revolving Share Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such that Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. The Swing Line Loans shall be evidenced by the note delivered by the Borrower to evidence the Swing Line Loans on the Closing Date. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 that Revolving Lender’s Pro Rata Revolving Share 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 agrees, in reliance upon the agreements of the other Lenders Revolving Credit Banks set forth in this Section 2.05§2.10, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during prior to the Availability Period Revolving Credit Maturity Date (or, if earlier, the date of termination of Revolving Credit Commitments pursuant to §12.3 hereof) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Credit Commitment Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations Letter of Credit Liabilities of the Revolving Lender Credit Bank acting as Swing Line Lender, may exceed the amount of such Revolving LenderCredit Bank’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstanding Revolving Outstandings Credit Loans, Letter of Credit Liabilities and Swing Line Loans Outstanding shall not exceed the Aggregate Total Revolving Credit CommitmentsCommitment, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Bank (other than the Swing Line Lender), plus such Revolving LenderCredit Bank’s Pro Rata Revolving Share Credit Commitment Percentage of the Outstanding Amount Letter of all L/C - BA ObligationsCredit Liabilities, plus such Revolving LenderCredit Bank’s Pro Rata Revolving Share Credit Commitment Percentage of the Outstanding Amount amount of all Swing Line Loans Outstanding shall not exceed such Revolving LenderCredit Bank’s Revolving Credit Commitment, and (iii) the aggregate Unsecured Indebtedness of the Trust, the Borrowers and their Subsidiaries (including, without limitation, the Outstanding Revolving Credit Loans, Letter of Credit Liabilities, Swing Line Loans Outstanding and Term Loans Outstanding) shall not exceed the Borrowing Base Availability; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Outstanding Swing Line Loan; and provided, further, that in all events no Default or Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary contained in this §2.10, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any other Revolving Credit Bank is a Defaulting Bank, unless the Swing Line Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Banks that are Non-Defaulting Banks consistent with §2.12(c) and the Defaulting Bank shall not participate therein, except to the extent the Swing Line Lender has entered into arrangements with the Borrower or such Defaulting Bank that are satisfactory to the Swing Line Lender in its good faith determination to eliminate the Swing Line Lender’s Fronting Exposure with respect to any such Defaulting Bank, including the delivery of cash collateral. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05§2.10, prepay under Section 2.06§3 hereof, and reborrow under this Section 2.05§2.10. Each Swing Line Loan shall be a Revolving Credit Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender Credit Bank 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 LenderCredit Bank’s Pro Rata Revolving Share Credit Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Deutsche Bank AG New York Branchof America, N.A., in its capacity as Swing Line Lender agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to the BorrowerCompany (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact provided that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may shall not exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Credit Commitments, Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and Commitment then in effect; provided, further, that the Borrower BorrowerCompany 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 BorrowerCompany may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving 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 agreesLender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.4, to may in its sole discretion make loans in Dollars or Canadian Dollars to Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the Availability 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and Outstanding Amount of L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Utilization of Revolving Outstandings Commitments shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment (other than with respect to the Swing Line Lender) and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit CommitmentExtension may have, Fronting Exposure, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.4, prepay under Section 2.062.13 and Section 2.14, and reborrow under this Section 2.052.4. Each Swing Line Loan denominated in Dollars shall be a Base Rate Revolving Loan and each Swing Line Loan denominated in Canadian Dollars shall be a Canadian Prime Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during after the Availability Period Closing 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 Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (iix) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving LenderLender (other than the relevant Swing Line Lender solely in its capacity as such), plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender▇▇▇▇▇▇’s Revolving Credit CommitmentCommitment then in effect and (y) the aggregate Revolving Credit Exposures shall not exceed the aggregate Revolving Credit Commitments then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrower to eliminate the Swing Line Lender’s fronting exposure (after giving effect to Section 2.19(b)) with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing, that or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. The Borrower shall repay to the Swing Line Lender each Defaulting Lender’s portion (after giving effect to Section 2.19(b)) of each Swing Line Loan promptly following demand by the Swing Line Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Swing Line Loans shall 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 Lender▇▇▇▇▇▇’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.052.04, to make loans in Dollars or in one or more Alternative Currencies (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitPeriod, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s 's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit CommitmentsFacility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Credit Lender’s Pro Rata 's Applicable Revolving Share Credit Percentage of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Credit Lender’s Pro Rata 's Applicable Revolving Share Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s 's Revolving Credit Commitment, and (iii) the Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan (other than an AC Swing Line Loan) shall be a Base Rate Revolving LoanLoan and each AC Swing Line Loan shall bear interest as provided in Section 2.08(a). 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 Pro Rata 's Applicable Revolving Share Credit Percentage 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 Lender agrees, in reliance upon the agreements of the other Lenders Revolving Credit Banks set forth in this Section 2.052.10, to make loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrower from time to time on any Business Day during prior to the Availability Period Revolving Credit Maturity Date (or, if earlier, the date of termination of Revolving Credit Commitments pursuant to Section 12.3 hereof) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Credit Commitment Percentage of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations Letters of Credit Outstanding (including any amounts drawn thereunder and not yet reimbursed by the Borrower) of the Revolving Lender Credit Bank acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Credit Bank's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstanding Revolving Outstandings Credit Loans, Letters of Credit Outstanding (including any amounts drawn thereunder and not yet reimbursed by the Borrower) and Swing Line Loans Outstanding shall not exceed the Aggregate Total Revolving Credit CommitmentsCommitment, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Bank (other than the Swing Line Lender), plus such Revolving Lender’s Pro Rata Credit Bank's Revolving Share Credit Commitment Percentage of the Letters of Credit Outstanding Amount of all L/C - BA Obligations(including any amounts drawn thereunder and not yet reimbursed by the Borrower), plus such Revolving Lender’s Pro Rata Credit Bank's Revolving Share Credit Commitment Percentage of the Outstanding Amount amount of all Swing Line Loans Outstanding shall not exceed such Revolving Lender’s Credit Bank's Revolving Credit Commitment, and ; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Outstanding Swing Line Loan; and provided, further, that in all events no Default or Event of Default shall have occurred and be continuing. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.10, prepay under Section 2.063 hereof, and reborrow under this Section 2.052.10. Each Swing Line Loan shall be a Revolving Credit Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender Credit Bank 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 Lender’s Pro Rata Credit Bank's Revolving Share Credit 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 agreesmay, in its discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during until the Availability Period latest Maturity Date applicable to any Revolving Credit Facility as of the date the Swing Line Loan is drawn, in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; providedprovided that, however, that (1) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit CommitmentCommitment then in effect and (2) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when any Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender’s participation in such Swing Line Loans, including by Cash Collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans; provided, further, that 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 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth hereinherein and in the sole discretion of the applicable Swing Line Lender, the each Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day (other than the Closing Date) during the Availability Revolving Credit Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of (i) such Swing Line Lender’s Swing Line Sublimit and (ii) the aggregate Swing Line Sublimit, in each case, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any the aggregate principal amount of outstanding Swing Line Loan, (i) the Total Revolving Outstandings Loans issued by a Swing Line Lender shall not exceed the Aggregate Revolving Credit Commitments, and result in (iix) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed exceeding such Revolving Lender’s Revolving Credit Commitment, (y) the aggregate Outstanding Amount of the Swing Line Loans, Letters of Credit and providedRevolving Credit Loans outstanding issued by such Swing Line Lender exceeding such Swing Line Lender’s Revolving Credit Commitment or (z) the aggregate Outstanding Amount of the Revolving Credit Loans, further, the L/C Obligations and Swing Line Loans exceeding the aggregate Revolving Credit Commitments 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. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving 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 an unfunded risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Share times and the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, agrees to make loans in Dollars to a Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date until the date which is one Business Day prior to the Maturity Date of the 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 Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the Total Revolving Outstandings Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Aggregate aggregate Participating Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Participating Revolving Credit Commitment, and Commitment then in effect; provided, further, that the a 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 a Borrower may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. 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 Lender’s Pro Rata Revolving 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 agreesLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.052.06, to 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 prior to the Availability Period Revolving Termination Date in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Applicable Revolving Share Credit Percentage of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as a Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Usage shall not exceed the Aggregate Revolving Credit CommitmentsCommitments at such time, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving LenderLender at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsObligations at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender▇▇▇▇▇▇’s Revolving Credit Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.052.06, prepay under Section 2.062.08, and reborrow under this Section 2.052.06. Each Swing Line Loan shall be a Base Rate Revolving Loanbear interest only at the Swing Line Rate. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agreesmay, in its sole discretion and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.052.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Lead Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Outstandings under the Revolving Outstandings Credit Facility shall not exceed the Aggregate Revolving Credit CommitmentsLoan Cap, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender) at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all L/C - BA ObligationsLC Obligations at such time, plus such Revolving Lender’s Pro Rata Revolving Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that without limitation of the Borrower foregoing, the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure; and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.052.04, prepay under Section 2.062.05, and reborrow under this Section 2.052.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share 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 agreesmay, but shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans 2.05 in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, Lender plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitslimits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Lender’s Pro Rata Revolving Share times the amount of such Swing Line Loan.