Common use of Amount of Swing Line Loans Clause in Contracts

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement and prior to the Revolving Credit Termination Date, the Swing Line Lender may, in its sole discretion and on the terms and conditions set forth in this Agreement, make Swing Line Loans to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line Limit, provided that Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in the LC Obligations at such time, exceed the Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunderRestatement Date, the satisfaction of the conditions precedent set forth in Section 4.1 as well4.1, from and including the date of this Agreement Restatement Date and prior to the Revolving Credit Facility Termination Date, the Swing Line Lender may, at its option and in its sole discretion and discretion, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line LimitSublimit, provided that Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding Aggregate Revolving Credit Exposure shall not at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time Aggregate Revolving Commitment, and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in Revolving Percentage of the LC Obligations at such timeObligations, exceed the Swing Line Lender’s Revolving Commitment at such time. Subject to the terms of this AgreementAgreement (including without limitation the discretion of the Swing Line Lender), the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Facility Termination Date. Subject The Borrower, the Lenders and the Swing Line Lender each hereby agree and acknowledge that the Existing Swing Line Loans shall be deemed to be Swing Line Loans made under, and subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line LoanAgreement.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement and prior to the Revolving Credit Termination Date, the Borrower may request and the Swing Line Lender mayshall, in its sole discretion and on the terms and conditions set forth in this Agreement, make Swing Line Loans to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line Limit, provided Limit (it being agreed that the Swing Line Lender shall be obligated to make Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding and/or requested by the Borrower at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s 's own Commitment as a Lender at such time and time); provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s 's Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s 's ratable obligation to purchase participations in the LC Obligations at such time, exceed the Swing Line Lender’s 's Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to the terms and conditions of this Agreement (including, without limitation, including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section Sections 4.1 as welland 4.2, from and including the date of this Agreement and prior to the Revolving Credit Facility Termination Date, the Swing Line Lender mayagrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans to the Borrower from time to time in an aggregate principal amount not to exceed the least of (i) the Swing Line LimitCommitment, provided that (ii) the amount by which the Aggregate Commitment exceeds the sum of the outstanding principal amount of Syndicated Advances and L/C Obligations, or (iii) the available amount of the Commitment of the Swing Line Lender in its individual capacity as a Lender hereunder. In furtherance of the foregoing, the aggregate outstanding principal amount of the Swing Line Loans may and Syndicated Loans made by the Swing Line Lender and L/C Obligations owing to the Swing Line Lender shall at no time exceed the Commitment of the Swing Line Lender and, if at any time any such excess shall exist, the Borrower shall make a mandatory payment sufficient to eliminate such excess, which payment shall be made even if applied to reduce the aggregate principal outstanding amount of the Swing Line Loans. Each Swing Line Loan shall be in a minimum amount of $1,000,000 and increments of $1,000,000 in excess thereof and all interest payable on the Swing Line Loans shall be payable to the Swing Line Lender for the account of such Swing Line Lender. In no event shall the number of Swing Line Loans outstanding at any timetime be greater than five. The Swing Line Lender agrees, when added upon the Borrower's request therefor, promptly to provide information regarding the aggregate principal amount of Revolving Loans made by applicable interest rate at which the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in the LC Obligations at such time, exceed the Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow will make Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to Borrower on the terms and conditions Business Day of this Agreement such request or the immediately following Business Day if such request is received after 2:00 p.m. (including, without limitation, New York time) (the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV"Money Market Rate"), which Money Market Rate, in any event, shall not exceed the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line LoanFloating Rate then applicable to Floating Rate Advances.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well4.1, from and including the date of this Agreement Restatement Date and prior to the Revolving Credit Facility Termination Date, the Swing Line Lender may, at its option and in its sole discretion and discretion, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line LimitSublimit, provided that Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding Aggregate Revolving Credit Exposure shall not at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time Aggregate Revolving Commitment, and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in Revolving Percentage of the LC Obligations at such timeObligations, exceed the Swing Line Lender’s Revolving Commitment at such time. Subject to the terms of this AgreementAgreement (including without limitation the discretion of the Swing Line Lender), the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Facility Termination Date. Subject The Borrower, the Lenders and the Swing Line Lender each hereby agree and acknowledge that the Existing Swing Line Loans shall be deemed to be Swing Line Loans made under, and subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line LoanAgreement.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 andSections 5.1, if such Swing Line Loan is to be made on the date of the initial Advance hereunder5.2 and 5.4, the satisfaction of the conditions precedent set forth in Section 4.1 as wellapplicable, from and including the date of this Agreement Closing Date and prior to the Revolving Credit Termination Date, the Swing Line Lender mayBank agrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans swing line loans to the Borrower and the Domestic Subsidiary Borrowers from time to time time, in Dollars, in an aggregate principal amount not to exceed the Swing Line LimitCommitment (each, provided that individually, a “Swing Line Loans may be made even if the aggregate principal amount of Loan” and collectively with each Swing Line Loans outstanding at any time, when added Loan issued or deemed to be issued pursuant to the aggregate principal amount of Revolving Loans made by Existing Credit Agreement and outstanding on the Closing Date, the “Swing Line Lender in its capacity as a Lender Loans”); provided, however, at such no time and its LC shall the Dollar Amount of the Revolving Credit Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time Aggregate Revolving Loan Commitment; and provided further provided, further, that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (ia) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (iib) the outstanding Dollar Amount of Revolving Loans made by the Swing Line Lender Bank pursuant to Section 2.12.2, plus (iiic) an amount equal to the Swing Line LenderBank’s ratable obligation to purchase participations in and its Affiliates’ Pro Rata Share of the LC Obligations at such timeoutstanding L/C Obligations, exceed the Swing Line LenderBank’s Revolving Loan Commitment at such time. Subject to the terms of this Agreement, the Borrower and the Domestic Subsidiary Borrowers may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and5.1, if such Swing Line Loan is to be made on the date of the initial Advance hereunder5.2 and 5.3, the satisfaction of the conditions precedent set forth in Section 4.1 as wellapplicable, from and including the date of this Agreement Closing Date and prior to the Revolving Credit Loan Termination Date, the Dollar Swing Line Lender mayBank agrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans revolving swing line loans (each, individually, a "DOLLAR SWING LINE LOAN" and collectively, the "DOLLAR SWING LINE LOANS") to the Borrower Company from time to time in an Dollars; provided, however, that at no time shall the aggregate outstanding principal amount not to exceed the Swing Line Limit, provided that of all Dollar Swing Line Loans may be made even if exceed the aggregate Dollar Swing Line Commitment; and provided further that, at no time shall the Dollar Amount of the Tranche A Revolving Credit Obligations exceed the Aggregate Tranche A Revolving Loan Commitment; and provided, further, that at no time shall the sum of (a) the outstanding principal amount of the Dollar Swing Line Loans outstanding at any time, when added plus (b) the Dollar Amount of the Dollar Swing Line Bank's Pro Rata Tranche A Revolving Share of the amount equal to the aggregate Tranche A Revolving Credit Obligations less the outstanding principal amount of Revolving Loans made by the Dollar Swing Line Lender in its capacity as a Lender at such time and its LC Obligations Loans, exceed the Dollar Swing Line Bank's Tranche A Revolving Loan Commitment at such time. Upon the satisfaction of the conditions precedent set forth in Section 5.1, would 5.2 and 5.3, as applicable, from and including the Closing Date and prior to the Revolving Loan Termination Date, the Multicurrency Swing Line Bank agrees, on the terms and conditions set forth in this Agreement, to make revolving swing line loans (each, individually, a "MULTICURRENCY SWING LINE LOAN" and collectively, the "MULTICURRENCY SWING LINE LOANS") to the Borrowers from time to time in any Agreed Currency other than Dollars; provided, however, that, after giving effect to any Multicurrency Swing Line Loan, the aggregate outstanding principal Dollar Amount of all Multicurrency Swing Line Loans shall not exceed the Multicurrency Swing Line Lender’s own Commitment as a Lender at such time and Commitment; provided further that at no time shall (a) the Aggregate Outstanding Dollar Amount of the Tranche B Revolving Credit Exposure at any time Obligations exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Tranche B Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in the LC Obligations at such time, exceed the Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line LoanLoan Commitment.

Amount of Swing Line Loans. Upon (x) the satisfaction of the conditions precedent set forth in Section 4.2 and, and (y) if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well4.1, from and including the date of this Agreement Closing Date and prior to the Revolving Credit Termination Maturity Date, the Borrower may request and the Swing Line Lender mayshall, in its sole discretion and on the terms and conditions set forth in this Agreement, make Swing Line Loans to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line Limit, provided Limit (it being agreed that the Swing Line Lender shall be obligated to make Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding and/or requested by the Borrower at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time and time); provided further that at no time shall (ai) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (bii) the sum of (iA) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (iiB) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iiiC) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in the LC Obligations at such time, exceed the Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Maturity Date. Subject to the terms and conditions of this Agreement (including, without limitation, including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section SECTIONS 4.1 as welland 4.2, from and including the date of this Agreement and prior to the Revolving Credit Facility Termination Date, the Swing Line Lender mayagrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans to the Borrower from time to time in an aggregate principal amount not to exceed the least of (i) the Swing Line LimitCommitment, provided that (ii) the amount by which the Aggregate Commitment exceeds the sum of the outstanding principal amount of Syndicated Advances, Bid Rate Advances and L/C Obligations, or (iii) the available amount of the Commitment of the Swing Line Lender in its individual capacity as a Lender hereunder. In furtherance of the foregoing, the aggregate outstanding principal amount of the Swing Line Loans may and Syndicated Loans made by the Swing Line Lender shall at no time exceed the Commitment of the Swing Line Lender and, if at any time any such excess shall exist, the Borrower shall make a mandatory payment sufficient to eliminate such excess, which payment shall be made even if applied to reduce the aggregate principal outstanding amount of the Swing Line Loans. Each Swing Line Loan shall be in a minimum amount of $1,000,000 and increments of $1,000,000 in excess thereof and all interest payable on the Swing Line Loans shall be payable to the Swing Line Lender for the account of such Swing Line Lender. In no event shall the number of Swing Line Loans outstanding at any timetime be greater than five. The Swing Line Lender agrees, when added upon the Borrower's request therefor, promptly to provide information regarding the aggregate principal amount of Revolving Loans made by applicable interest rate at which the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in the LC Obligations at such time, exceed the Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow will make Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to Borrower on the terms and conditions Business Day of this Agreement such request or the immediately following Business Day if such request is received after 1:00 p.m. (including, without limitation, Chicago time) (the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV"MONEY MARKET RATE"), which Money Market Rate, in any event, shall not exceed the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line LoanFloating Rate then applicable to Floating Rate Advances.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as welland 4.3, from and including the date of this Agreement Initial Funding Date and prior to the Revolving Credit Loan Termination DateDate (or, if earlier, the date of termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof), the Swing Line Lender mayagrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans swing line loans to the Borrower (but not to any Non-U.S. Subsidiary Borrower) from time to time time, in Dollars, in an aggregate principal amount outstanding at any time not to exceed the Swing Line LimitCommitment (each, provided that individually, a “Swing Line Loans may be made even if Loan” and collectively, the aggregate principal amount of “Swing Line Loans outstanding Loans”); provided, however, that at any time, when added to no time shall the aggregate principal amount of Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment; and provided, further, that at no time shall the sum of (a) the outstanding amount of the Swing Line Loans made by the Swing Line Lender and not risk participated to other Revolving Loan Lenders in its capacity as a Lender at such time and its LC Obligations at such timeaccordance with Section 2.2(d) of this Agreement, would exceed the Swing Line Lender’s own Commitment as a Lender at such time and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or plus (b) the sum outstanding amount of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, 2.1 (after giving effect to any concurrent repayment of Loans) plus (iiic) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in the Outstanding LC Obligations at such timeExposure, exceed the Swing Line Lender’s Revolving Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Loan Termination Date. Subject to the terms and conditions of this Agreement Date (includingor, without limitationif earlier, the submission date of a Borrowing Notice termination in compliance with Section 2.8 and the satisfaction whole of the applicable conditions precedent set forth in Article IVAggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement and prior to the Five-Year Revolving Credit Loan Termination Date, the Swing Line Lender may, in at its sole discretion and option, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line LimitSublimit, provided that Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding Five-Year Revolving Exposure shall not at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time Five-Year Revolving Commitment, and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Five-Year Revolving Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Five-Year Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in Five-Year Revolving Pro Rata Share of the LC Obligations at such timeObligations, exceed the Swing Line Lender’s Five-Year Revolving Commitment at such time. Subject to the terms of this AgreementAgreement (including, without limitation the discretion of the Swing Line Lender), the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Five-Year Revolving Credit Loan Termination Date. Subject The Swing Line Lender, upon the written approval of the Required Lenders, may, but shall not be obligated, to make Swing Line Loans to Borrower in excess of the Swing Line Sublimit (but not in excess of the Five-Year Revolving Commitment), and any such Swing Line Loans shall also be governed by the terms hereof. Swing Line Loans shall be made, if at all, only in the sole and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction absolute discretion of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying Lender, and in any Swing Line Loanevent shall not be made if any Lender is a Defaulting Lender.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement and prior to the Revolving Credit Facility Termination Date, the each Swing Line Lender may, in at its sole discretion and option, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the its respective Swing Line LimitSublimit, provided that Swing Line Loans may be made even if (i) the aggregate principal amount of the Swing Line Loans outstanding at any time, when added to the aggregate principal amount of Revolving Loans made by the all Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would Lenders shall not exceed the Aggregate Swing Line Lender’s own Commitment as a Lender at such time and provided further that at no time shall Sublimit, (aii) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment or Commitment, and (biii) at no time shall the sum of (ix) the each Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (iiy) the outstanding Revolving Loans made by the such Swing Line Lender pursuant to Section 2.1, plus (iiiz) an amount equal to the such Swing Line Lender’s ratable obligation to purchase participations in Pro Rata Share of the LC Obligations at such timeObligations, exceed the such Swing Line Lender’s Revolving Commitment at such time. Subject to the terms of this AgreementAgreement (including, without limitation, the discretion of the Swing Line Lenders), the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Facility Termination Date. Subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement and prior to the Five-Year Revolving Credit Loan Termination Date, the Swing Line Lender may, in at its sole discretion and option, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line LimitSublimit, provided that Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding Five-Year Revolving Exposure shall not at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time Five-Year Revolving Commitment, and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Five-Year Revolving Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Five-Year Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in Five-Year Revolving Pro Rata Share of the LC Obligations at such timeObligations, exceed the Swing Line Lender’s Five-Year Revolving Commitment at such time. Subject to the terms of this AgreementAgreement (including, without limitation the discretion of the Swing Line Lender), the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Five-Year Revolving Credit Loan Termination Date. Subject The Swing Line Lender, upon the written approval of the Required Lenders, may, but shall not be obligated, to make Swing Line Loans to Borrower in excess of the Swing Line Sublimit (but not in excess of the Five-Year Revolving Commitment), and any such Swing Line Loans shall also be governed by the terms hereof. Swing Line Loans shall be made, if at all, only in the sole and absolute discretion of the Swing Line Lender, and in any event shall not be made if any Lender is a Defaulting Lender. Notwithstanding the foregoing or anything to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent contrary set forth in Article IV)herein, the Borrower may request an Advance (other than a no Swing Line Loan) hereunder for the purpose of repaying any Swing Line LoanLoans shall be available hereunder.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and4.1, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well4.1A and 4.3, from and including the date of this Agreement Revolving Loan Funding Date and prior to the Maturity Date (or, if earlier, the date of termination in whole of the Aggregate Revolving Credit Termination DateLoan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof), the Swing Line Lender mayagrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans swing line loans to the Parent Borrower (but not to any Non-U.S. Subsidiary Borrower) from time to time time, in Dollars, in an aggregate principal amount outstanding at any time not to exceed the Swing Line LimitCommitment (each, provided that individually, a “Swing Line Loans may be made even if Loan” and collectively, the aggregate principal amount of “Swing Line Loans outstanding Loans”); provided, however, that at any time, when added to no time shall the aggregate principal amount of Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment; and provided, further, that at no time shall the sum of (a) the outstanding amount of the Swing Line Loans made by the Swing Line Lender and not risk participated to other Revolving Loan Lenders in its capacity as a Lender at such time and its LC Obligations at such timeaccordance with Section 2.2(d) of this Agreement, would exceed the Swing Line Lender’s own Commitment as a Lender at such time and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or plus (b) the sum outstanding amount of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, 2.1 (after giving effect to any concurrent repayment of Loans) plus (iiic) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in the Outstanding LC Obligations at such timeExposure, exceed the Swing Line Lender’s Revolving Commitment at such time. Subject to the terms of this Agreement, the Parent Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to the terms and conditions of this Agreement Maturity Date (includingor, without limitationif earlier, the submission date of a Borrowing Notice termination in compliance with Section 2.8 and the satisfaction whole of the applicable conditions precedent set forth in Article IVAggregate Revolving Loan Commitment pursuant to Section 2.7 hereof or the Commitments pursuant to Section 8.1 hereof), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and5.1, if such Swing Line Loan is to be made on the date of the initial Advance hereunder5.2 and 5.3, the satisfaction of the conditions precedent set forth in Section 4.1 as wellapplicable, from and including the date of this Agreement Closing Date and prior to the Revolving Credit Loan Termination Date, the Dollar Swing Line Lender mayBank agrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans revolving swing line loans (each, individually, a "DOLLAR SWING LINE LOAN" and collectively, the "DOLLAR SWING LINE LOANS") to the Borrower Company from time to time in an Dollars; provided, however, that at no time shall the aggregate outstanding principal amount not to exceed the Swing Line Limit, provided that of all Dollar Swing Line Loans may be made even if exceed the aggregate Dollar Swing Line Commitment; and provided further that, at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment; and provided, further, that at no time shall the sum of (a) the outstanding principal amount of the Dollar Swing Line Loans outstanding at any time, when added to plus (b) the aggregate principal amount Dollar Amount of Revolving Loans made by the Dollar Swing Line Lender in its capacity as a Lender at such time and its LC Obligations Bank's Pro Rata Revolving Share of the Multicurrency Swing Line Loans plus (c) the Dollar Amount of the Dollar Swing Line Bank's Pro Rata Revolving Share of the Revolving Credit Obligations, exceed the Dollar Swing Line Bank's Revolving Loan Commitment at such time. Upon the satisfaction of the conditions precedent set forth in Section 5.1, would 5.2 and 5.3, as applicable, from and including the Closing Date and prior to the Revolving Loan Termination Date, the Multicurrency Swing Line Bank agrees, on the terms and conditions set forth in this Agreement, to make revolving swing line loans (each, individually, a "MULTICURRENCY SWING LINE LOAN" and collectively, the "MULTICURRENCY SWING LINE LOANS") to the Borrowers from time to time in any Agreed Currency other than Dollars; provided, however, that, after giving effect to any Multicurrency Swing Line Loan, the aggregate outstanding principal Dollar Amount of all Multicurrency Swing Line Loans shall not exceed the Multicurrency Swing Line Lender’s own Commitment as a Lender Commitment; provided further that at such no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment; and provided further that at no time shall the sum of (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Pro Rata Share Dollar Amount of the Multicurrency Swing Line Loans, plus (iib) the outstanding Revolving Loans made by the Multicurrency Swing Line Lender pursuant to Section 2.1Bank's Pro Rata Revolving Share of the Dollar Swing Line Loans, plus (iiic) an principal amount equal to of the Dollar Amount of the Multicurrency Swing Line Lender’s ratable obligation to purchase participations in Bank's Pro Rata Revolving Share of the LC Revolving Credit Obligations at such time, exceed the Multicurrency Swing Line Lender’s Bank's Revolving Loan Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon On the terms and conditions set forth in this Agreement and upon the satisfaction of the conditions precedent set forth in Section 4.2 andSections 4.1 and 4.2, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as wellapplicable, from and including the date of this Agreement Closing Date and prior to the Revolving Credit Termination Date, the Swing Line Lender may, in its sole discretion and on the terms and conditions set forth in this Agreement, Bank may make Swing Line Loans swing line loans to the Borrower from time to time time, in U.S. Dollars, in an aggregate principal amount not to exceed the Swing Line LimitCommitment (each, provided that individually, a "Swing Line Loans may be made even if Loan" and collectively, the "Swing Line Loans"); provided, however, (i) with regard to the Lenders collectively, the aggregate principal amount of Swing Line Loans Obligations outstanding at any timetime shall not exceed the Aggregate Commitment, when added (ii) with regard to the Lenders collectively, the aggregate principal amount of the Obligations (excluding from the calculation thereof all commercial Letters of Credit prior to acceptance of a draft or creation of a deferred payment obligation relating thereto) plus all other Consolidated Senior Funded Debt of the Borrower and its Subsidiaries (other than Consolidated Senior Funded Debt that is expressly subordinate in right of payment to the Obligations pursuant to terms acceptable to the Administrative Agent) outstanding at any time shall not exceed the Borrowing Base based upon the Borrowing Base Certificate most recently delivered pursuant to Section 6.2(iv) and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Commitment; and provided, further, that at no time shall the sum of (a) the Swing Line Bank's Swing Line Loans, plus (b) the outstanding amount of the Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such timeBank pursuant to Section 2.2, would exceed the Swing Line Lender’s own Commitment as a Lender at such time and provided further that at no time shall plus (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (ic) the Swing Line Lender’s Pro Rata Share Bank's Revolving Commitment Percentage of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation obligations to purchase participations in the LC Obligations at such timeLetters of Credit, exceed the Swing Line Lender’s Bank's Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Date. Subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement Amendment No. 5 Effective Date and prior to the Five-Year Revolving Credit Loan Termination Date, the Swing Line Lender may, in at its sole discretion and option, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line LimitSublimit, provided that Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding Five-Year Revolving Exposure shall not at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time Five-Year Revolving Commitment, and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s Five-Year Revolving Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Five-Year Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in Five-Year Revolving Pro Rata Share of the LC Obligations at such timeObligations, exceed the Swing Line Lender’s Five-Year Revolving Commitment at such time. Subject to the terms of this AgreementAgreement (including, without limitation the discretion of the Swing Line Lender), the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Five-Year Revolving Credit Loan Termination Date. Subject The Swing Line Lender, upon the written approval of the Required Lenders, may, but shall not be obligated, to make Swing Line Loans to Borrower in excess of the Swing Line Sublimit (but not in excess of the Five-Year Revolving Commitment), and any such Swing Line Loans shall also be governed by the terms hereof. Swing Line Loans shall be made, if at all, only in the sole and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction absolute discretion of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying Lender, and in any Swing Line Loanevent shall not be made if any Lender is a Defaulting Lender.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement and prior to the Revolving Credit Facility Termination Date, the Swing Line Lender mayagrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans to the Borrower and, to the extent agreed to by the Swing Line Lender in its sole discretion, to certain of the Borrower's Subsidiaries from time to time in an aggregate principal amount not to exceed the Swing Line LimitCommitment, provided that Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding Aggregate Outstanding Credit Exposure shall not at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Swing Line Lender’s own Commitment as a Lender at such time Aggregate Commitment, and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the Swing Line Lender’s 's Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) an amount equal to the Swing Line Lender’s ratable obligation to purchase participations in the LC Obligations at such time, exceed the Swing Line Lender’s 's Commitment at such time. Subject to the terms of this Agreement, the Borrower (and certain of the Borrower's Subsidiaries if and to the extent agreed to by the Swing Line Lender in its sole discretion) may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Facility Termination Date. Subject The Borrower shall be absolutely and unconditionally jointly and severally liable for all Swing Line Loans made to the terms and conditions any of this Agreement (includingits Subsidiaries, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth Borrower and any such Subsidiary shall execute all additional agreements in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying connection with any Swing Line LoanLoans made to a Subsidiary of the Borrower as reasonably requested by the Swing Line Lender.

Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 5.2 and, if such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 5.1 as well, from and including the date of this Agreement and prior to the Revolving Credit Termination Maturity Date, the each Swing Line Lender mayagrees, in its sole discretion and on the terms and conditions set forth in this Agreement, to make Swing Line Loans to the Borrower from time to time in an aggregate principal amount not to exceed exceed, when aggregated with all other outstanding Swing Line Loans, the Swing Line LimitCommitment, provided that Swing Line Loans may be made even if the aggregate principal amount of Swing Line Loans outstanding Allocated Facility Amount shall not at any time, when added to the aggregate principal amount of Revolving Loans made by the Swing Line Lender in its capacity as a Lender at such time and its LC Obligations at such time, would exceed the Aggregate Commitment, provided further that at no time shall the sum of (i) a Swing Line Lender’s own outstanding Loans which are not Swing Line Loans, plus (ii) such Swing Line Lender’s Percentage of all Swing Line Loans made by such Swing Line Lender or by any other Swing Line Lender, plus (iii) all then-current Facility Letter of Credit Obligations of such Swing Line Lender, exceed such Swing Line Lender’s Commitment as a Lender at such time time; and provided further that at no time shall (a) the Aggregate Outstanding Credit Exposure at any time exceed the Aggregate Commitment or (b) the sum of (i) the all Swing Line Lender’s Pro Rata Share of the Swing Line LoansLoans then outstanding made by Manufacturers and Traders Trust Company, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1such Lender’s Percentage of all other Advances (excluding Competitive Bid Loans), plus (iii) an amount equal to the such Lender’s Percentage of all Swing Line Loans then outstanding made by Lenders other than such Lender’s ratable obligation to purchase participations in the LC , plus (iv) all then-current Facility Letter of Credit Obligations at of such timeLender, exceed the Swing Line LenderManufacturers and Traders Trust Company’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Revolving Credit Termination Maturity Date. Subject to the terms and conditions of this Agreement (including, without limitation, the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance (other than a Swing Line Loan) hereunder for the purpose of repaying any Swing Line Loan.