Common use of Swing Loans Clause in Contracts

Swing Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, the Swingline Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of the Swingline Cap; provided that, after giving effect to each such Loan, (i) the Revolving Facility Usage shall not at any time exceed the Revolving Credit Commitments and (ii) the aggregate amount of Indebtedness under this Agreement shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) at the Administrative Agent’s request, the Borrower shall provide the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding the foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each borrowing of Swing Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans].

Swing Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, the Swingline Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of the Swingline Cap; provided that, after giving effect to each such Loan, (i) the Revolving Facility Usage shall not at any time exceed the lesser of (a) the Borrowing Base and (b) the Revolving Credit Commitments and (ii) the aggregate amount of Indebtedness under this Agreement shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) at the Administrative Agent’s request, the Borrower shall provide the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding the foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each borrowing of Swing Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans].

Swing Loans. Subject During the Revolving Availability Period, the Swing Line Lender agrees, subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth in this Agreement, and in order to facilitate loans and repayments between Settlement Dates, the Swingline Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “a Swing Loans”) Loan or Swing Loans to the Borrower at any time or from time to time time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made only in dollars; (iii) shall be made and maintained as ABR Loans; (iv) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (v) may only be made if after giving effect thereto (A) the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but of Swing Loans outstanding does not in excess of exceed the Swingline CapSwing Line Sublimit, and (B) the aggregate Revolving Exposures would not exceed the total Revolving Commitments; provided that(vi) shall not be made if, after giving effect thereto, the Borrower would be required to each such Loan, prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.05(j); and (ivi) the Revolving Facility Usage shall not at be made if the proceeds thereof would be used to repay, in whole or in part, any time exceed the Revolving Credit Commitments and (ii) the aggregate amount of Indebtedness under this Agreement shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) at the Administrative Agent’s requestoutstanding Swing Loan. To request a Swing Loan, the Borrower shall provide notify the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause Swing Line Lender of such request by written notice, not later than 10:00 a.m., New York City time, on the day of such proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (iiwhich shall be a Business Day) and (y) notwithstanding the foregoing clause (x), aggregate principal amount of the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each borrowing of requested Swing Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans]Loan.

Swing Loans. Subject to (a) The Swing Loan Bank, in its sole discretion, on the terms and subject to the conditions hereof and relying upon the representations and warranties herein set forthcontained in this Agreement, and in order to facilitate loans and repayments between Settlement Dates, the Swingline Lender may, at its option, cancelable at any time for any reason whatsoever, may make swing loans advances (the “Swing Loans”each a "SWING LOAN") to the Borrower at any time or from time to time after on any Business Day during the period from the date hereof to, but not including, until the Expiration Date, day preceding the Termination Date in an aggregate principal amount up not to but not in excess exceed at any time outstanding the lesser of the Swingline Cap; provided that, after giving effect to each such Loan, (i) the Revolving Facility Usage shall not at any time exceed the Revolving Credit Commitments Swing Loan Available Credit, and (ii) the difference between the Swing Loan Bank's Commitment and the aggregate outstanding principal amount of Indebtedness the Swing Loans and the Loans made by it and its Ratable Portion of all Letter of Credit Obligations then outstanding. The Swing Loan Bank shall be entitled to rely on the most recent Borrowing Base Certificate delivered to the Agent. Within the limits set forth above, Swing Loans repaid may be reborrowed under this Agreement Section 2.17. (b) Each Swing Loan shall not exceed be made upon such notice as the Applicable Notes Indenture Cap; provided, further, that (x) at the Administrative Agent’s request, Swing Loan Bank and the Borrower shall provide agree. Upon fulfillment of the Administrative Agent calculations applicable conditions set forth in Article III and supporting information reasonably satisfactory if the Swing Loan Bank elects, in its sole discretion, to make such Swing Loan, the Swing Loan Bank will make each Swing Loan available to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding Borrower at the foregoing clause (x), the Administrative Agent shall have no obligation Agent's address referred to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each borrowing of Swing Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this in Section 2.1.2 [Swing Loans]10.

Swing Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, the Swingline Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the The Borrower at any time or may from time to time after the date hereof to----------- irrevocably request, but not including, the Expiration Date, in an aggregate principal amount up by delivering a telephonic notice to but not in excess of the Swingline Cap; provided that, after giving effect Lender (which notice shall promptly be confirmed by telecopying a completed Borrowing Request to each such Loan, (i) the Revolving Facility Usage shall not at any time exceed the Revolving Credit Commitments Swingline Lender and (ii) the aggregate amount of Indebtedness under this Agreement shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) at to the Administrative Agent’s request) that a Borrowing of Swing Loans be made, by 1:00 p.m., New York time, on or before the Borrower shall provide date such Borrowing is requested, in a minimum amount of $100,000 or an integral multiple thereof, or in the Administrative Agent calculations unused amount of the Swing Loan Commitment Amount. On the terms and supporting information reasonably satisfactory subject to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding the foregoing clause (x)conditions of this Agreement, the Administrative Agent each such Borrowing shall have no obligation to request such calculation or information or to determine compliance with clause (ii)be comprised of Base Rate Loans, and shall be fully entitled made on the Business Day specified in such Borrowing Request. The Swingline Lender shall make funds in an amount equal to assume (without any further investigation) that each borrowing the requested Borrowing available to the Borrower to the accounts the Borrower shall have specified in such Borrowing Request. Each request by the Borrower for a Borrowing of Swing Loans complies with clause shall be deemed to reaffirm the representations set forth in subsections (iia) and (b) of --- --- Section 5.2.1. The Swingline Lender shall not fund a Borrowing of Swing Loans ------------- if the Borrower borrows Swing Loans. Within such limits of time and amount and subject prior to the other provisions date of this Agreement, such Borrowing the Borrower may borrow, repay Swingline Lender shall have received written notice from the Administrative Agent or any Lender of the existence and reborrow pursuant to this Section 2.1.2 [Swing Loans]continuance of an Event of Default.

Swing Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Datesforth ----------- herein, the Swingline Swing Lender may, at its option, cancelable at any time for any reason whatsoever, agrees to make swing loans (the “Swing Loans”) Loans to the Borrower at any time or Borrower, in the Swing Lender's sole discretion, from time to time after during the date hereof to, but not including, the Expiration DateCommitment Period, in an aggregate principal amount up to but at any time outstanding that will not result in excess the aggregate principal amount of outstanding Swing Loans exceeding the Swingline CapSwing Loan Commitment; provided thatprovided, however, that no Swing Loan shall be made if, after giving effect to each such Swing Loan, (i) the Revolving Facility Usage shall not at any time Aggregate Outstandings would exceed the Total Revolving Credit Commitments and (ii) the aggregate amount of Indebtedness under this Agreement shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) Commitment in effect at the Administrative Agent’s request, the Borrower shall provide the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding such time. Within the foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each borrowing of Swing Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount limit and subject to the other provisions of this AgreementSwing Lender's discretion and the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow pursuant to this Section 2.1.2 [the Swing Loans]. Each Swing Loan shall be made as a Prime Rate Loan. (b) To request a Swing Loan, the Borrower shall notify the Swing Lender (which shall promptly notify the Administrative Agent) of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Philadelphia time, on the day of a proposed Swing Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) of the requested Swing Loan and the amount of the requested Swing Loan. The Swing Lender shall make each Swing Loan available to the Borrower, in its discretion, by means of a credit to the general deposit account of the Borrower with the Administrative Agent by

Swing Loans. Subject With respect to Swing Loans: (i) The Borrower shall give the terms and conditions hereof and relying upon Administrative Agent and, if the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement DatesSwing Line Bank is a Bank that is not the Administrative Agent, the Swingline Lender maySwing Line Bank, at its optionnotice (which shall be irrevocable) no later than 1:00 p.m. on the requested date for the making of a Swing Loan. Each such notice shall specify (A) the amount of the requested Swing Loan, cancelable at which amount shall be not less than the lesser of (1) $100,000 or any time integral multiple of $100,000 in excess thereof and (2) the Swing Line Availability on the requested date for any reason whatsoeverthe making of such Swing Loan, make swing loans (B) whether such Swing Loan shall be an Agreed Rate Loan or a Base Rate Loan and (C) if such Swing Loan shall be an Agreed Rate Loan, the number of days (which shall not be more than five Business Days) that the Agreed Rate for such Swing Loan is to apply (the “"Agreed Rate Interest Period"). Such notice --------------------------- may be by telephone, confirmed by telecopy on the date of the making of the requested Swing Loans”Loan. If the Borrower and the Swing Line Bank do not agree upon a requested Agreed Rate, the requested Swing Loan shall be made as a Base Rate Loan, unless the Borrower withdraws the request for such Swing Loan. Upon the expiration of an Agreed Rate Interest Period, the Swing Loan in question shall be continued, subject to Section 1.04(d), as a Base Rate Loan. (ii) Swing Loans shall be disbursed by the Swing Line Bank not later than 4:30 p.m. on the requested date therefor in Dollars in funds immediately available to the Borrower at any time or from time by credit to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess account of the Swingline Cap; provided that, after giving effect to each such Loan, (i) the Revolving Facility Usage shall not at any time exceed the Revolving Credit Commitments and (ii) the aggregate amount of Indebtedness under this Agreement shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) Borrower at the Administrative Agent’s requestSwing Line Bank's Office, or in such other manner as may have been specified in the Borrower applicable notice and as shall provide the Administrative Agent calculations and supporting information reasonably satisfactory be acceptable to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding the foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each borrowing of Swing Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans]Line Bank.

Swing Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, the Swingline Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of the Swingline Cap; provided that, immediately after giving effect to each such Swing Loan, (i) the Revolving Facility Usage shall not at any time exceed the lesser of (a) the Borrowing Base and (b) the Revolving Credit Commitments Commitments, (ii) the Pari Passu Outstanding Secured Obligations shall not exceed the Borrowing Base and (iiiii) the aggregate amount of Indebtedness under this Agreement and the outstanding Pari Passu Term B Debt shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) at the Administrative Agent’s request, the Borrower shall provide the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding notwith- standing the foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each borrowing of Swing Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans].

Swing Loans. Subject (A) So long as the Swing Line Lender elects to make Swing Loans, promptly on the date specified in each Notice of Borrowing, the Swing Line Lender will make available to the Company by depositing to its account at the Payment Office (or such other account as the Company shall specify) the aggregate of Swing Loans requested in such Notice of Borrowing. (B) In addition to making Swing Loans pursuant to the foregoing provisions of Section 2.05(a), without the requirement for a specific request from the Company pursuant to Section 2.08(b), the Swing Line Lender may make Swing Loans to the Company in accordance with the provisions of any agreements between the Company and the Swing Line Lender relating to the Company’s deposit, sweep and other accounts with the Swing Line Lender and related arrangements and agreements regarding the management and investment of the Company’s cash assets as in effect from time to time (the “Cash Management Agreements”) to the extent of the daily aggregate net negative balance in the Company’s accounts which are subject to the provisions of the Cash Management Agreements. Swing Loans made pursuant to this Section 2.09(d)(iv)(B) in accordance with the provisions of the Cash Management Agreements shall (i) be subject to the limitations as to aggregate amount set forth in Section 2.05(a), (ii) be subject to any limitations as to individual amount set forth in the Cash Management Agreement, (iii) be payable by the Company, both as to principal and interest, at the times set forth in the Cash Management Agreements (but in no event later than the Revolving Facility Termination Date), (iv) not be made at any time after the Swing Line Lender has notice of the occurrence and during the continuance of a Default or Event of Default, (v) if not repaid by the Company in accordance with the provisions of the Cash Management Agreements, be subject to each Lender’s obligation to purchase participating interests therein pursuant to Section 2.05(c) and (vi) except as provided in the foregoing subsections (i) through (v), be subject to all of the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, the Swingline Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of the Swingline Cap; provided that, after giving effect to each such Loan, (i) the Revolving Facility Usage shall not at any time exceed the Revolving Credit Commitments and (ii) the aggregate amount of Indebtedness under this Agreement shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) at the Administrative Agent’s request, the Borrower shall provide the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding the foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each borrowing of Swing Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans]2.05.

Swing Loans. Subject (a) The Operations Agent may elect in its sole discretion to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate make revolving loans and repayments between Settlement Dates, the Swingline Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans of a Federal Funds Rate Loan Type (the “"Swing Loans”Loan(s)") to a Fund solely for the Borrower at any time or Operations Agent's own account from time to time on or after the date hereof to, but not including, Closing Date and prior to the Expiration Date, in Commitment Termination Date up to an aggregate principal amount up at any one time outstanding not to but not exceed the lesser of (i) $50,000,000 and (ii) the maximum aggregate principal amount relating to the Operations Agent's Commitment available and permitted under Section 2.1 (taking into account all Swing Loans outstanding to all Funds (including the requested Swing Loan) and all Committed Loans outstanding to all Funds made by State Street in excess of the Swingline Capits capacity as a Bank; provided that, that (i) the aggregate principal amount of all Loans outstanding (after giving effect to each such Loan, (iall amounts requested) the Revolving Facility Usage to any Fund shall not exceed at any time exceed the Revolving Credit Commitments Maximum Amount for such Fund at such time and (ii) the aggregate principal amount of Indebtedness under this Agreement all Loans outstanding to all Funds (after giving effect to all amounts requested) shall not exceed at any time the Applicable Notes Indenture CapAggregate Commitments. The Operations Agent may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that the Operations Agent has received a Swing Loan Notice no later than 12:00 p.m. (Eastern time) from an Authorized Officer of the relevant Fund for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. The Operations Agent shall promptly notify each Bank of its receipt of such Swing Loan Notice. The Operations Agent shall not make any Swing Loan in the event it shall have become aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived; providedprovided that the Operations Agent shall not be deemed to have knowledge or notice of the occurrence of any Default except under the limited circumstances set forth in Section 8.5 and shall generally be entitled to all of the benefits, furtherindemnifications, that limitations and protections afforded to it under Article VIII in its capacity as the provider of the Swing Loans hereunder. (xb) Each Fund requesting by telephone notice and obtaining a Swing Loan shall deliver promptly by facsimile transmission to the Operations Agent a Swing Loan Notice signed by an Authorized Officer confirming such telephonic notice for a Swing Loan. If the information contained in any such Swing Loan Notice differs in any material respect from the action taken by the Operations Agent, the records of the Operations Agent shall govern, absent manifest error. (c) Each outstanding Swing Loan shall be payable on the date seven days following the day the Swing Loan was made, with interest at the Administrative Agent’s request, the Borrower shall provide the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding the foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii)Federal Funds Rate accrued thereon, and shall be fully subject to all the terms and conditions applicable to Loans, except that all interest accrued thereon to such date shall be payable to the Operations Agent solely for its own account. On the due date for such Swing Loan, unless the borrowing Fund delivers or has previously delivered to the Operations Agent a notice of its intention to repay and does repay the Swing Loan prior to 8:00 a.m. (New York time), such Swing Loan shall automatically convert to a Committed Loan that is a Federal Funds Rate Loan under this Agreement, and each Bank (other than the Operations Agent) shall irrevocably and unconditionally purchase from the Operations Agent, without recourse or warranty to the Operations Agent, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to the Operations Agent for its benefit in immediately available funds. Such payment shall be made by the other Banks whether or not a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Fund has then requested a Loan in such amount. If such amount is not in fact paid to the Operations Agent by any Bank, the Operations Agent shall be entitled to assume recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (without if made prior to 12:00 noon, Eastern time) on any further investigationBusiness Day until the date such amount is paid to the Operations Agent by such Bank, at the Federal Funds Rate (as determined by the Operations Agent) for the first three Business Days after such Bank receives notice of such required purchase and thereafter at the Base Rate. The failure of any Bank to pay such amount to the Operations Agent shall not relieve any other Bank of its obligation to the Operations Agent hereunder. Notwithstanding the foregoing, upon repayment by the borrowing Fund of a Swing Loan made by the Operations Agent hereunder, such Fund on that each borrowing of Swing due date may otherwise deliver a Committed Loan Notice to the Operations Agent pursuant to Section 2.3 and borrow Committed Loans complies with clause (ii) if the Borrower borrows Swing Loans. Within such limits of time and amount and subject to the other provisions terms of this Agreement, Agreement from all the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans]Banks.