Common use of Domestic Swing Line Facility Clause in Contracts

Domestic Swing Line Facility. Subject to the terms and conditions set forth herein, the Domestic Swing Line Lender may in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make loans (each such loan, a “Domestic Swing Line Loan”) to the Company in Dollars 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 Domestic Swing Line Sublimit, notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans, other Swing Line Loans and L/C Obligations of the Domestic Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Domestic Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (B) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (ii) the Company shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the Domestic Swing Line Lender shall not be under any obligation to make any Domestic 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 would have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Domestic Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Domestic Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Domestic Swing Line Loan.

Domestic Swing Line Facility. Subject to the terms and conditions set forth herein, the Domestic Swing Line Lender may in its sole discretionLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Domestic Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Multicurrency Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of the Domestic Swing Line SublimitSublimit (or such greater amount as may be agreed by the Administrative Agent in its sole discretion), notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the Pro Rata Share Applicable Percentage of the Outstanding Amount of Multicurrency Revolving Loans, other Swing Line Loans and L/C Obligations of the Lender acting as Domestic Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Multicurrency Revolving Commitment; provided, however, that (i) after giving effect to any Domestic Swing Line Loan, (A) the Total Multicurrency Revolving Outstandings shall not exceed the Aggregate Multicurrency Revolving Commitments, and (B) the aggregate Outstanding Amount of the Multicurrency Revolving Loans Credit Exposure of any Lender, plus Lender shall not exceed such Lender’s Pro Rata Share of Multicurrency Revolving Commitment and (C) the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Multicurrency Swing Line Loans shall not exceed such Lender’s Revolving Commitmentthe Multicurrency Swing Line Sublimit, (ii) the Company shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the Domestic Swing Line Lender shall not be under any obligation to make any Domestic 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 would may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Domestic Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Domestic Swing Line Loan, each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Domestic Swing Line Loan.

Domestic Swing Line Facility. (i) Subject to the terms and conditions set forth hereinhereof, the Domestic Swing Line Lender may in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, hereby agrees to make loans (each such loan, a “Domestic Swing Line Loan”) to the Company in Dollars available at any time and from time to time on any Business Day during until the Availability Period Commitment Termination Date advances (each, a “Swing Line Advance”). The provisions of this Section 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Credit Advances under Section 1.1(a). Except as provided in an Section 1.1(a)(ii) above, the aggregate principal amount of Swing Line Advances outstanding shall not to exceed at any time outstanding the amount lesser of the Domestic Swing Line Sublimit, notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans, other Swing Line Loans and L/C Obligations of the Domestic Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Domestic Swing Line Loan, (A) the Total Revolving Outstandings Swing Line Commitment and (B) Borrowing Availability (“Swing Line Availability”). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Whenever Borrower desires that the Swing Line Lender make a Swing Line Advance hereunder, Borrower shall give the Swing Line Lender, not exceed later than 3:30 P.M. (New York time), on the Aggregate Revolving Commitmentsdate that a Swing Line Advance is to be made, written notice or telephonic notice promptly confirmed in writing of each Swing Line Advance to be made hereunder. Each such notice shall be irrevocable and specify (A) the date of borrowing (which shall be a Business Day), and (B) the aggregate Outstanding Amount principal amount of the Revolving Loans Swing Line Advance to be made pursuant to such borrowing. Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from Requisite Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any Lendercondition precedent set forth in Section 2.2, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all be entitled to fund that Swing Line Loans shall not exceed such Lender’s Advance, and to have each Revolving CommitmentLender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) or purchase participating interests in accordance with Section 1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, (ii) the Company shall not use the proceeds of any Domestic Swing Line Loan to refinance any shall constitute an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent. The entire unpaid balance of the Swing Line Loan and all other noncontingent Obligations (iiiother than as set forth in Section 1.5) the Domestic Swing Line Lender shall not be under any obligation to make any Domestic Swing Line Loan if it shall determine (which determination shall be conclusive immediately due and binding absent manifest error) that it has, or by such Credit Extension would have, Fronting Exposure. Within payable in full in immediately available funds on the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Domestic Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Domestic Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation Commitment Termination Date if not sooner paid in such Domestic Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Domestic Swing Line Loanfull.

Domestic Swing Line Facility. Subject to the terms and conditions set forth herein, the Domestic Swing Line Lender may in its sole discretionLender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Domestic Swing Line Loan”) to the Company in Dollars any Domestic 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 Domestic Swing Line Sublimit, notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans, other Swing Line Loans and L/C Obligations of the Domestic Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving CommitmentPeriod; provided, however, that (i) after giving effect to any Domestic Swing Line Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (Bii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount principal amount of all Swing Line Loans at any time outstanding shall not exceed the Swing Line Sublimit, (iii) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, (iiiv) the Company no Domestic Borrower shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Domestic Swing Line Loan Loan, and (iiiv) the Domestic Swing Line Lender shall not be under any obligation to make any Domestic 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 would may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company Domestic Borrowers may borrow under this Section 2.042.04(a), prepay under Section 2.05, and reborrow under this Section 2.04. Each Domestic Swing Line Loan shall be a Base Rate Loan2.04(a). Immediately upon the making of a Domestic Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Share Applicable Percentage times the amount of such Domestic Swing Line Loan.

Domestic Swing Line Facility. (i) Subject to the terms and conditions set forth hereinhereof, the Domestic Swing Line Lender may in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, hereby agrees to make loans (each such loan, a “Domestic Swing Line Loan”) to the Company in Dollars available at any time and from time to time on any Business Day during until the Availability Period Commitment Termination Date advances (each, a “Swing Line Advance”). The provisions of this Section 1.1(b) shall not relieve Revolving Lenders of their obligations to make Revolving Credit Advances under Section 1.1(a). Except as provided in an Section 1.1(a)(ii) above, the aggregate principal amount of Swing Line Advances outstanding shall not to exceed at any time outstanding the amount lesser of the Domestic Swing Line Sublimit, notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans, other Swing Line Loans and L/C Obligations of the Domestic Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Domestic Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, Swing Line Commitment and (B) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Borrowing Availability (“Swing Line Loans shall not exceed such Lender’s Revolving CommitmentAvailability”). Until the Commitment Termination Date, (ii) the Company shall not use the proceeds of any Domestic Swing Line Loan Borrowers may from time to refinance any outstanding Swing Line Loan and (iii) the Domestic Swing Line Lender shall not be under any obligation to make any Domestic Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it hastime borrow, or by such Credit Extension would have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, repay and reborrow under this Section 2.041.1(b). Whenever any Borrower desires that the Swing Line Lender make a Swing Line Advance hereunder, Borrower Representative shall give the Swing Line Lender, not later than 3:30 P.M. (New York time), on the date that a Swing Line Advance is to be made, written notice or telephonic notice promptly confirmed in writing of each Swing Line Advance to be made hereunder. Each Domestic such notice shall be irrevocable and specify (A) the date of borrowing (which shall be a Business Day), (B) the applicable Borrower and (C) the aggregate principal amount of the Swing Line Advance to be made pursuant to such borrowing. Unless the Swing Line Lender has received at least one (1) Business Day’s prior written notice from Requisite Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2, be entitled to fund that Swing Line Advance, and to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) or purchase participating interests in accordance with Section 1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall be a Base constitute an Index Rate Loan. Immediately upon Borrowers shall repay the making aggregate outstanding principal amount of a Domestic Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to upon demand therefor by Agent. The entire unpaid balance of the product of such Lender’s Pro Rata Share times the amount of such Domestic Swing Line LoanLoan and all other noncontingent Obligations (other than as set forth in Section 1.5) shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full.

Domestic Swing Line Facility. Subject to the terms and conditions set forth herein, the Domestic Swing Line Lender may in its sole discretionLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Domestic Swing Line Loan”) to the Company in Dollars any Domestic 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 (together with the aggregate amount of all Canadian Swing Line Loans and Australian Swing Line Loans outstanding at such time) the amount of the Domestic Swing Line Sublimit, notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans, other Swing Line Loans and L/C Obligations of the Domestic Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Domestic Swing Line Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (Bii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount principal amount of all Swing Line Loans at any time outstanding shall not exceed the Swing Line Sublimit, (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (iiiv) the Company no Domestic Borrower shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Domestic Swing Line Loan Loan, and (iiiv) the Domestic Swing Line Lender shall not be under any obligation to make any Domestic 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 would may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company Domestic Borrowers may borrow under this Section 2.042.04(a), prepay under Section 2.05, and reborrow under this Section 2.04. Each Domestic Swing Line Loan shall be a Base Rate Loan2.04(a). Immediately upon the making of a Domestic Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Domestic Swing Line Loan.