Common use of The Swing Line Clause in Contracts

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Pro Rata Revolving Percentage Share of the Outstanding Amount of Revolving Loans and L/C-C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Pro Rata Revolving Percentage Share of the Outstanding Amount of all L/C-C - BA Obligations, plus such Revolving Lender’s Applicable Pro Rata Revolving Percentage Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Pro Rata Revolving Percentage Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may in its sole discretion, and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Committed Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each The Borrower will have the option to choose whether the Swing Line Loan shall be is a (1) Base Rate Loan, or a (2) Daily Floating Eurodollar Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line LenderLender agrees (severally, not jointly), in reliance upon the agreements of the other Revolving Revolver Lenders set forth in this Section 2.042.4, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during prior to the Availability Period Termination Date for the Revolver Facility in an aggregate amount not up to exceed at any time outstanding the amount of the such Swing Line SublimitLender’s Swing Line Commitment, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Commitment Percentage of the Outstanding Amount of Revolving Revolver Loans and L/C-BA Obligations C Exposure of the such Revolver Lender acting as Swing Line Lender, may exceed the amount of such Revolving Revolver Lender’s Revolving Revolver Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings aggregate Outstanding Amount of all Swing Line Loans made by the Swing Line Lenders shall not exceed the Aggregate Revolving CommitmentsSwing Line Sublimit, (ii) the Revolver Commitment Usage shall not exceed the Revolver Commitment, and (iiiii) the aggregate Outstanding Amount of the Revolving Revolver Loans of any Revolving Lender (other than the Swing Line Revolver Lender), plus such Revolving Revolver Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of all L/C-BA ObligationsC Exposure, plus such Revolving Revolver Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Revolver Lender’s Revolving Revolver Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.4, prepay under Section 2.053.2, and reborrow under this Section 2.042.4. Each Swing Line Loan shall be a Base Rate Daily Floating LIBOR Loan. Immediately upon the making of a Swing Line Loan, each Revolving Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Revolver Lender’s Applicable Revolving Commitment Percentage times the amount of such Swing Line Loan. Notwithstanding anything to the contrary in this clause (a), a Swing Line Lender shall not be obligated to make Swing Line Loans (x) at a time when any Revolver Lender is a Defaulting Lender or (y) if such Swing Line Lender reasonably believes that a Revolver Lender will become a Defaulting Lender.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.042.06, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Loans and Credit Loans, L/C-BA C Obligations and Competitive Loans may exceed the amount of the Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) Availability shall be greater than or equal to $0 (it being understood and agreed that for purposes of calculating Availability with respect to any Swing Line Borrowing all or a portion of the Total Revolving Outstandings proceeds of which are to be used (and are actually used) within thirty (30) days following receipt thereof to make one or more Reserve-Related Expenditures, the Empire Reserve shall not exceed include the Aggregate Revolving Commitments, amount of such Reserve-Related Expenditures that are to be made (and are actually made) within such thirty (30) day period from the proceeds of such Swing Line Borrowing) and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Credit Lender), plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Competitive Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and provided, further, that the Borrowers (y) no Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure (after giving effect to Section 2.21(a)(iv)). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.06, prepay under Section 2.052.07, and reborrow under this Section 2.042.06. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans in U.S. Dollars or Canadian Dollars, at the election of the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage ratable share of the Outstanding Amount of Revolving Loans Committed Loans, Bankers’ Acceptances, BA Equivalent Notes and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentCommitment (other than that of the Swing Line Lender as set forth above), and provided, further, that (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each U.S. Dollar Swing Line Loan shall be deemed a Base Rate Loan notwithstanding anything to the contrary in Section 2.09(a)(iv) regarding the interest rate applicable to such Swing Line Loan. Each Canadian Dollar Swing Line Loan shall be a Base Canadian Prime Rate Loan. Immediately upon the making of a any U.S. Dollar Swing Line Loan, each U.S. Revolving Lender and Multicurrency Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such U.S. Dollar Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Global U.S. Dollar Funding Percentage times the amount of such U.S. Dollar Swing Line Loan; provided, that to the extent that the ratable participation by the U.S. Revolving Lenders and the Multicurrency Revolving Lenders in any U.S. Dollar Swing Line Loan would cause the Revolving Credit Exposure of the Multicurrency Revolving Lenders to exceed the Multicurrency Revolving Lenders’ aggregate Revolving Commitments, the Multicurrency Revolving Lenders shall participate ratably in such U.S. Dollar Swing Line Loan solely to the extent of the Multicurrency Revolving Lenders’ aggregate Revolving Commitments and, thereafter, participation in such U.S. Dollar Swing Line Loan shall be divided ratably among the U.S. Revolving Lenders based upon their U.S. Revolving Commitment Percentages. Immediately upon the making of any Canadian Dollar Swing Line Loan, each Multicurrency Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Canadian Dollar Swing Line Loan in an amount equal to the product of such Multicurrency Revolving Lender’s Multicurrency Revolving Commitment Percentage times the amount of such Canadian Dollar Swing Line Loan. Notwithstanding anything to the contrary contained herein, a Swing Line Loan may not be converted to a LIBOR Rate Loan. The Borrower promises to pay to the Swing Line Lender all amounts due under the Swing Line Loans in accordance with Section 2.08(c) or such earlier date as required hereunder.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, in its sole and absolute discretion and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrowers Lead Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Loan Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Adjusted Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Tranche 1 Revolving Credit Commitment and Tranche 2 Revolving Credit Commitment; provided, however, that after giving effect to the making of any Swing Line Loan, Loan (iother than Protective Advances) (A) the Total sum (without duplication) of (I) Tranche 1 Revolving Outstandings Credit Exposure of all Tranche 1 Revolving Credit Lenders plus (II) all Unpaid L/C Lender Amounts of all of the Tranche 1 Revolving Credit Lenders plus (III) all Unpaid Swing Line Loan Amounts of all of the Tranche 1 Revolving Credit Lenders shall not exceed the Aggregate Revolving Commitments, and lesser of (iix) the aggregate Outstanding Amount of Tranche 1 Revolving Credit Commitments and (y) the Tranche 1 Borrowing Base at such time, (B) the Tranche 1 Revolving Loans Credit Exposure of any Tranche 1 Revolving Credit Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Tranche 1 Revolving Credit Lender’s Tranche 1 Revolving Credit Commitment, (C) the sum of (without duplication) (I) the Tranche 2 Revolving Credit Exposure of all Tranche 2 Revolving Credit Lenders plus (II) all Unpaid L/C Lender Amounts of all of the Tranche 2 Revolving Credit Lenders plus (III) all Unpaid Swing Line Loan Amounts of all of the Tranche 2 Revolving Credit Lenders shall not exceed the lesser of (x) the aggregate Tranche 2 Revolving Credit Commitments and (y) the Tranche 2 Borrowing Base at such time, (D) the Tranche 2 Revolving Credit Exposure of any Tranche 2 Revolving Credit Lender shall not exceed such Tranche 2 Revolving Credit Lender’s Tranche 2 Revolving Credit Commitment and (E) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the lesser of (x) the aggregate Revolving Credit Commitments and (y) the Borrowing Base at such time; provided, further, that the Borrowers Lead Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Lead Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation participations in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such as Tranche 1 Swing Line LoanParticipations and Tranche 2 Swing Line Participations in the manner set forth in Section 2.04(b).

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Committed Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (other than less, with respect only to the Swing Line Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit and provided, further, that (iv) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, in its discretion, in reliance upon the agreements of the other Domestic Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Domestic Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Domestic Revolving Loans and L/C-BA C Obligations of the Domestic Revolving Lender acting as Swing Line Lender, may exceed the amount of such Domestic Revolving Lender’s Domestic Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Loan Cap, (ii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsLoan Cap, and (iiiii) the aggregate Outstanding Amount of the Domestic Revolving Loans of any Domestic Revolving Lender (other than the Swing Line Lender)at such time, plus such Domestic Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA ObligationsC Obligations at such time, plus such Domestic Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Domestic Revolving Lender’s Domestic Revolving Commitment, and provided, further, that the Domestic Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and provided further that the Swing Line Lender may refuse, and such refusal shall not be deemed an abuse of the Swing Line Lender’s discretion to make Swing Line Loans as provided herein, to make any Swing Line Loan at any time when any Domestic Revolving Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Lead Borrower or such Domestic Revolving Lender to eliminate the Swing Line Lender’s risk with respect to such Domestic Revolving Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Domestic Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Domestic Revolving Lender’s Applicable Revolving Percentage times multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Agent” as used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Revolver Percentage of the Outstanding Amount of Revolving Revolver Committed Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving the Swing Line Lender’s Revolving Revolver Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Outstanding Amount of Revolver Committed Loans and Swing Line Loans and L/C Obligations shall not exceed the Aggregate Revolving Revolver Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Revolver Committed Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Revolver Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Revolver Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Revolver Loan Commitment, and provided, further, that (A) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (B) Swing Line Loans may not be outstanding for more than ten (10) total Business Days (in the aggregate) during any calendar month period. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Committed Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Revolver Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line LenderLender severally agrees, in reliance upon the agreements of the other Revolving Dollar Tranche Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding twenty-five percent (25%) of the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Committed Revolving Loans and L/C-BA C Obligations of the such Revolving Lender acting as a Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment or Dollar Tranche Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) subject to the foregoing, the aggregate Outstanding Amount of the Revolving Dollar Tranche Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Dollar Tranche Commitment, (iii) the Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Sublimit and provided, further, that (iv) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. No Swing Line Lender shall be under any obligation to make any Swing Line Loan if any Dollar Tranche Lender is at such time a Defaulting Lender hereunder, unless such Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such Swing Line Lender (in its sole discretion) with the Parent Borrower or such Defaulting Lender to eliminate such Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Line Loan then proposed to be made or such Swing Line Loan and all other Swing Line Loans as to which such Swing Line Lender has Fronting Exposure, as it may elect in its sole discretion. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Dollar Tranche Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Lenders a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Dollar Tranche Lender’s Applicable Revolving Percentage times multiplied by the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders Credit Banks set forth in this Section 2.04§2.10, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during prior to the Availability Period Revolving Credit Maturity Date (or, if earlier, the date of termination of Revolving Credit Commitments pursuant to §12.3 hereof) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Commitment Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA Obligations Letter of Credit Liabilities of the Revolving Credit Bank acting as Swing Line Lender, may exceed the amount of such Revolving LenderCredit Bank’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstanding Revolving Outstandings Credit Loans, Letters of Credit Outstanding (including any amounts drawn thereunder and not yet reimbursed by the Borrower) and Swing Line Loans Outstanding shall not exceed the Aggregate Total Revolving CommitmentsCredit Commitment, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender Credit Bank (other than the Swing Line Lender), plus such Revolving LenderCredit Bank’s Applicable Revolving Credit Commitment Percentage of the Letters of Credit Outstanding Amount of all L/C-BA Obligations(including any amounts drawn thereunder and not yet reimbursed by the Borrower), plus such Revolving LenderCredit Bank’s Applicable Revolving Credit Commitment Percentage of the Outstanding Amount amount of all Swing Line Loans Outstanding shall not exceed such Revolving LenderCredit Bank’s Revolving Credit Commitment, and (iii) the Outstanding Revolving Credit Loans, Letter of Credit Liabilities, Swing Line Loans Outstanding and Term Loans Outstanding shall not exceed the Borrowing Base Availability; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Outstanding Swing Line Loan; and provided, further, that in all events no Default or Event of Default shall have occurred and be continuing. The obligation of the Swing Line Lender shall be contingent on no Revolving Credit Bank being a Defaulting Bank or being subject to any bankruptcy, insolvency, reorganization, liquidation or similar proceeding or subject to any “cease and desist” order from, receivership of or other operational control of any applicable state or federal regulatory authority (provided that the Swing Line Lender may, in its sole discretion, be entitled to waive this condition). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04§2.10, prepay under Section 2.05§3 hereof, and reborrow under this Section 2.04§2.10. Each Swing Line Loan shall be a Revolving Credit Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender Credit Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving LenderCredit Bank’s Applicable Revolving Credit Commitment Percentage times the amount of such Swing Line Loan.

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

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may to consider in its sole and absolute discretion make making loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Committed Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the lesser of (A) the Aggregate Commitments, (B) the Unencumbered Pool Value, and (C) the sum of (1) the Term Loan Commitment Amount plus (2) the Revolving CommitmentsCommitment Amount, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment. The Swing Line is a discretionary, uncommitted facility and provided, further, that Swing Line Lender may terminate or suspend the Borrowers shall not use the proceeds of Swing Line at any time in its sole discretion upon notice to Borrower which notice may be given by Swing Line Lender before or after Borrower requests a Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04hereunder. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

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

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.06, may may, in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during prior to the Availability Period Revolving Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Usage shall not exceed the Aggregate Revolving CommitmentsCommitments at such time, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender)at such time, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA ObligationsC Obligations at such time, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.06, prepay under Section 2.052.08, and reborrow under this Section 2.042.06. Each Swing Line Loan shall be a Base Rate Loanbear interest only at the Swing Line Rate. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during from and including the Availability Period Closing Date until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line LenderLender solely in its capacity as such), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentCredit Commitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrower to eliminate the Swing Line Lender’s risk (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in its sole discretion and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C-BA Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

The Swing Line. Subject to the terms and conditions set forth herein, the JPMorgan Chase Bank, N.A., in its capacity as Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Commitments, Credit Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans advances (each such loanadvance, a “Swing Line LoanAdvance”) to the Borrowers from time to time on any Business Day during the Availability Period period from the Effective Date to the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansAdvances, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans Credit Advances and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line LoanAdvance, (i) the Total Revolving Outstandings aggregate Outstanding Amount of all Advances and all L/C Obligations shall not exceed the Aggregate Revolving CommitmentsCredit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Loans Credit Advances of any Revolving Credit Lender (other than the Swing Line Lender)at such time, plus such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA ObligationsC Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans Advances at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, provided further that the Borrowers shall not use the proceeds of any Swing Line Loan Advance to refinance any outstanding Swing Line LoanAdvance. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan Advance shall be a Base Rate LoanAdvance. Immediately upon the making of a Swing Line LoanAdvance, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan Advance in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage times the amount Pro Rata Share of such Swing Line LoanAdvance.

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

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line LenderLender agrees (severally, not jointly), in reliance upon the agreements of the other Revolving Revolver Lenders set forth in this Section 2.042.4, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during prior to the Availability Period in an aggregate amount not to exceed at any time outstanding Termination Date for the amount of the Swing Line SublimitRevolver Facility, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Commitment Percentage of the Outstanding Amount of Revolving Revolver Loans and L/C-BA Obligations C Exposure of the such Revolver Lender acting as Swing Line Lender, may exceed the amount of such Revolving Revolver Lender’s Revolving Revolver Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings aggregate Outstanding Amount of all Swing Line Loans made by the Swing Line Lenders shall not exceed the Aggregate Revolving CommitmentsSwing Line Sublimit, (ii) the Revolver Commitment Usage shall not exceed the Revolver Commitment, and (iiiii) the aggregate Outstanding Amount of the Revolving Revolver Loans of any Revolving Lender (other than the Swing Line Revolver Lender), plus such Revolving Revolver Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of all L/C-BA ObligationsC Exposure, plus such Revolving Revolver Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Revolver Lender’s Revolving Revolver Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.4, prepay under Section 2.053.2, and reborrow under this Section 2.042.4. Each Swing Line Loan shall be a Base Rate Daily Floating LIBOR Loan. Immediately upon the making of a Swing Line Loan, each Revolving Revolver Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Revolver Lender’s Applicable Revolving Commitment Percentage times the amount of such Swing Line Loan. Notwithstanding anything to the contrary in this clause (a), a Swing Line Lender shall not be obligated to make Swing Line Loans (x) at a time when any Revolver Lender is a Defaulting Lender or (y) if such Swing Line Lender reasonably believes that a Revolver Lender will become a Defaulting Lender.

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

The Swing Line. Subject to On the terms and subject to the conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the Availability Period period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Effective Amount of Revolving Loans and L/C-BA Obligations of the Swing Line LenderLender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total aggregate Effective Amount of all Revolving Outstandings Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Total Revolving CommitmentsLoan Commitment at such time, and (ii) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Proportionate Share of the Outstanding Effective Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Commitment, and provided, further, that the Borrowers Swing Line Lender shall not use the proceeds of make any Swing Line Loan to refinance any an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Proportionate Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, and so long as no Revolving Credit Lender shall be an Impacted Lender, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during until the Availability Period Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Credit Lender), plus such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA ObligationsC Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and ; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars to the Parent Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Commitments, Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers Parent Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Parent Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars to a Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the First Amendment Effective Date until the date which is one Business Day prior to the Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the Total Revolving Outstandings Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Aggregate aggregate Participating Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Participating Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers a Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers a Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date until the date which is one (1) Business Day prior to the Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the Total Revolving Outstandings Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Aggregate aggregate Participating Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Participating Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Xxxxxxx Xxxxx Lending Partners LLC, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Commitments, Credit Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower and/or the Co-Borrower identified by Borrower in the applicable Swing Line Loan Notice from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Credit Lender), plus such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving CommitmentCredit Commitment and (iii) the aggregate Unsecured Debt of the Borrower and the Consolidated Entities (including any requested or pending Credit Extension) shall not exceed the amount permitted pursuant to Section 7.03(a)(ii) hereof, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower and Co-Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Committed Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each The Borrower will have the option to choose whether the Swing Line Loan shall be is a (1) Base Rate Loan, or a (2) Daily Simple Swing Line Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Commitments, Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, Credit Commitment then in effect; provided further that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), (i) the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Lender Default exists with respect to a Revolving Credit Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to each Defaulting Lender’s participation in such Swing Line Loans (which arrangements are hereby consented to by the Lenders), including by cash collateralizing such Defaulting Lender’s Revolving Credit Percentage of the outstanding Swing Line Loans in a manner satisfactory to the Swing Line Lender (such arrangements, the “Swing Line Back-Stop Arrangements”), and (ii) the Swing Line Lender shall not make any Swing Line Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers Parent Borrower from time to time on any Business Day during (other than the Availability Period Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving other Lender (other than the Swing Line Lenderincluding its Pro Rata Share of any Euro Loans), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanCredit Commitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Parent Borrower may borrow under this Section 2.042.04 (provided that, in each such case, such Swing Line Loans shall not, after giving effect thereto and to the application of the proceeds thereof, result at such time in the aggregate Revolving Credit Exposures exceeding the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments, in each case as then in effect (subject to Section 2.01(c)), prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion discretion, to make loans denominated in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day (other than the Closing Date) during the Revolving Credit Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving LenderXxxxxx’s Revolving Credit Commitment; provided, however, provided that after giving effect to any Swing Line LoanLoan and the risk participation assumed pursuant to the last sentence hereof, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving other Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Xxxxxx’s Revolving Credit Commitment then in effect; provided, further, that no Swing Line Lender shall be obligated to make any Swing Line Loan if the Outstanding Amount of Swing Line Loans made by such Swing Line Lender after giving effect to the risk participation assumed by the other Revolving Credit Lenders pursuant to the last sentence hereof, when aggregated with the Outstanding Amount of Letters of Credit issued by such Swing Line Lender and the Revolving Credit Exposure of such Swing Line Lender (other than Revolving Credit Exposure attributable to Swing Line Loans and Letters of Credit made and issued by such Swing Line Lender) would exceed the Swing Line Lender’s Revolving Credit Commitment; provided, further, that Swing Line Lender shall not be required to make any Swing Line Loan (A) at any time that any Lender is a Defaulting Lender, unless after giving effect to the requested Swing Line Loans the requirements of Section 2.16(e) have been satisfied or (B) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving LenderXxxxxx’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during from and including the Availability Period Closing Date until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentCredit Commitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers Parent Borrower from time to time on any Business Day during (other than the Availability Period Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanCredit Commitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Parent Borrower may borrow under this Section 2.04, prepay under Section 2.05, 2.04 and reborrow under this Section 2.042.04 (provided that, in each such case, such Swing Line Loans shall not, after giving effect thereto and to the application of the proceeds thereof, result at such time in the aggregate Revolving Credit Exposures’ exceeding the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments, in each case as then in effect (subject to Section 2.01(c)) and the Parent Borrower may prepay under Section 2.05. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Xxxxxxx Xxxxx Bank USALending Partners LLC, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Commitments, Credit Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars, to the Borrowers US Borrower from time to time on any Business Day during the Availability Period period from the Closing Date to the Revolving Credit Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the aggregate Outstanding Amount of Dollar Revolving Loans and L/C-BA Obligations of the Swing Line Lender, ’s Pro Rata Dollar Revolving Share (in its capacity as a Dollar Revolving Lender) of L/C Obligations may exceed the amount of such Revolving Swing Line Lender’s Dollar Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total aggregate Outstanding Amount of all Dollar Revolving Outstandings Loans, Swing Line Loans, and L/C Obligations, shall not exceed the Aggregate Dollar Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Dollar Revolving Loans of any Dollar Revolving Lender (other than the Swing Line Lender), plus such Dollar Revolving Lender’s Applicable Pro Rata Dollar Revolving Percentage Share of an amount equal to 103% of the Outstanding Amount of all L/C-BA C Obligations, plus such Dollar Revolving Lender’s Applicable Pro Rata Dollar Revolving Percentage Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Dollar Revolving Lender’s Dollar Revolving Credit Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers US Borrower may borrow Swing Line Loans under this Section 2.042.05, prepay Swing Line Loans under Section 2.052.06 (Prepayments), and reborrow Swing Line Loans under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Dollar Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Dollar Revolving Lender’s Applicable Pro Rata Dollar Revolving Percentage Share times the amount of such the Swing Line Loan; provided, however, that such Dollar Revolving Lender shall not be required to fund such risk participation except as provided in clause (c)(iii) below. Notwithstanding anything to the contrary contained in this Section 2.05 (Swing Line Loans), the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Dollar Revolving Lender is a Defaulting Lender, unless the conditions of Section 2.16(c) (Defaulting Lenders) have been satisfied.

The Swing Line. Subject to the terms and (including at the request of any Revolving Credit Lender) prior to 2:00 p.m., New York City time, conditions set forth herein, each Swing Line Lender severally agrees to make loans in Dollars to on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender, in reliance upon the agreements Lenders not to Swing Line Loan make such Swing Line Loan as a result of the other Revolving Lenders limitations set forth in this the first proviso to the first during the period beginning on the Business Day after the Closing Date until the date which is one sentence of Section 2.042.27(a), may or (B) that one or more of the applicable conditions specified in its sole discretion make loans (each Business Day prior to the Maturity Date of the Participating Revolving Credit Commitments Section 4.03 is not then satisfied, then, subject to the terms and conditions hereof, such loan, a “Swing Line Loan”(taking into account the Maturity Date of any Participating Revolving Credit Commitment that Lender will, not later than 4:00 p.m., New York City time, on the borrowing date specified in such will automatically come into effect on such Maturity Date) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed Swing Line Loan Notice, make its ratable portion of the amount of the Swing Line Loan available at any time outstanding the amount of the Swing Line Sublimit; provided that, notwithstanding after giving effect to the fact that such Borrower to any Swing Line LoansLoan (i) with respect to any Revolving Credit Lender, when aggregated with the Applicable Revolving Percentage Credit Revolving Credit Commitment (in its capacity as a Revolving Credit Lender) to the total Exposure under its Participating Revolving Credit Commitments shall not exceed its aggregate Revolving Credit Commitments of the Outstanding Amount of Revolving Loans and L/C-BA Obligations all of the Swing Line Lenders (in their respective capacities as Participating Revolving Credit Commitments (it being understood that with respect to a Swing Revolving Credit Lenders)). Notwithstanding anything to the contrary contained in this Section Line Lender, may exceed the amount its Swing Line Exposure for purposes of such Revolving Lender’s Revolving Commitment; providedthis clause (i) shall be deemed to be its Pro 2.27 or elsewhere in this Agreement, however, that no Swing Line Lender shall be obligated to make any Swing Rata Share (after giving effect when a Defaulting Lender shall exist to any reallocation effected in Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless accordance with Section 2.25(c)) of the total Swing Line LoanExposure), (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) with respect to any such Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Revolving Credit Lender, the aggregate Outstanding Amount of the Revolving Credit Loans of Borrower to eliminate such Section 2.25 effect when a Defaulting Lender shall exist to any reallocation effected in accordance with Section Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an 2.25(c) issuer reasonably satisfactory to such Swing Line Lender to supp Revolving Credit Commitment then in effect and (iii) with respect to any Swing Line Lender, the aggregate of its Swing Line Exposure (in its capacity as a Swing Line Lender (other than and a Revolving provided for under this Agreement. The Borrower shall repay to the Swing Line Lenders each Credit Lender), plus such the aggregate principal amount of its outstanding Revolving Credit Loans (in giving effect to Section 2.25) of each Swing Line Loan promptly its capacity as a Revolving Credit Lender’s Applicable Revolving Percentage of the Outstanding Amount of all ), plus its L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans C Exposure shall not exceed such its Revolving following demand by any Swing Line Lender’s Revolving . Credit Commitment, and ; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.(b)

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate lesser of (x) the Borrowing Base Amount at such time and (y) the Revolving CommitmentsCredit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender (other than the Swing Line Lender)at such time, plus such Revolving Credit Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA ObligationsC Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, provided further that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars to a Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Shareholder Approval Date until the date which is one Business Day prior to the Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the Total Revolving Outstandings Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Aggregate aggregate Participating Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Participating Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers a Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers a Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may to consider in its sole and absolute discretion make making loans (each such loan, a “"Swing Line Loan”") to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Committed Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (iiiii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s 's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s 's Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and (iv) the Aggregate Outstanding Amount of the Commitment Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s 's Revolving CommitmentCredit Commitments. The Swing Line is a discretionary, uncommitted facility and provided, further, that Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to Borrowers shall not use the proceeds of any which notice may be given by Swing Line Lender before or after Borrowers request a Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04hereunder. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s 's Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

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

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers Parent Borrower from time to time on any Business Day during until the Availability Period 2016 Revolving Commitment Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanCredit Commitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Parent Borrower may borrow under this Section 2.04, prepay under Section 2.05, 2.05 and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Pro Rata Share (calculated prior to the 2014 Revolving Percentage Commitment Maturity Date by reference to the Revolving Credit Facility and thereafter by reference to the 2016 Revolving Credit Facility) times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Citizens, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that prior to giving effect to the participation by the other Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Revolving Credit Lenders of such Swing Line Loans pursuant to the last sentence of this paragraph, such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Revolving Credit Commitment; provided, howeverthat, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Revolving Commitments, Credit Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Committed Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (other than less, with respect only to the Swing Line Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit and provided, further, that (iv) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders Credit Banks set forth in this Section 2.04§2.10, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during prior to the Availability Period Revolving Credit Maturity Date (or, if earlier, the date of termination of Revolving Credit Commitments pursuant to §12.3 hereof) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Commitment Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA Obligations Letter of Credit Liabilities of the Revolving Credit Bank acting as Swing Line Lender, may exceed the amount of such Revolving LenderCredit Bank’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstanding Revolving Outstandings Credit Loans, Letter of Credit Liabilities and Swing Line Loans Outstanding shall not exceed the Aggregate Total Revolving CommitmentsCredit Commitment, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender Credit Bank (other than the Swing Line Lender), plus such Revolving LenderCredit Bank’s Applicable Revolving Credit Commitment Percentage of the Outstanding Amount Letter of all L/C-BA ObligationsCredit Liabilities, plus such Revolving LenderCredit Bank’s Applicable Revolving Credit Commitment Percentage of the Outstanding Amount amount of all Swing Line Loans Outstanding shall not exceed such Revolving LenderCredit Bank’s Revolving Credit Commitment, and (iii) the aggregate Unsecured Indebtedness of the Trust, the Borrowers and their Subsidiaries (including, without limitation, the Outstanding Revolving Credit Loans, Letter of Credit Liabilities, Swing Line Loans Outstanding and Term Loans Outstanding) shall not exceed the Borrowing Base Availability; provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Outstanding Swing Line Loan; and provided, further, that in all events no Default or Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary contained in this §2.10, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any other Revolving Credit Bank is a Defaulting Bank, unless the Swing Line Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Banks that are Non-Defaulting Banks consistent with §2.12(c) and the Defaulting Bank shall not participate therein, except to the extent the Swing Line Lender has entered into arrangements with the Borrower or such Defaulting Bank that are satisfactory to the Swing Line Lender in its good faith determination to eliminate the Swing Line Lender’s Fronting Exposure with respect to any such Defaulting Bank, including the delivery of cash collateral. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04§2.10, prepay under Section 2.05§3 hereof, and reborrow under this Section 2.04§2.10. Each Swing Line Loan shall be a Revolving Credit Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender Credit Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving LenderCredit Bank’s Applicable Revolving Credit Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during after the Availability Period Closing Date until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (iix) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line LenderLender solely in its capacity as such), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentCredit Commitment then in effect and (y) the aggregate Revolving Credit Exposures shall not exceed the aggregate Revolving Credit Commitments then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrower to eliminate the Swing Line Lender’s fronting exposure (after giving effect to Section 2.19(b)) with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing, that or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Borrowers Swing Line Lender to support, such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. The Borrower shall repay to the Swing Line Lender each Defaulting Lender’s portion (after giving effect to Section 2.19(b)) of each Swing Line Loan promptly following demand by the Swing Line Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (i) to the Company, in Dollars (each such loanloan to the Company, a “Domestic Swing Line Loan”) and (ii) in Dollars, Euros, Sterling or another Alternative Currency approved for such purpose by the Swing Line Lender pursuant to Section 1.06 to any Specified Foreign Borrower (each such loan to any Specified Foreign Borrower, a “Foreign Swing Line Loan” and, collectively with the Borrowers Domestic Swing Line Loans, the “Swing Line Loans”) from time to time on any Business Day during the Availability Period in an Period; provided that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate amount Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not to exceed at any time outstanding such Revolving Credit Lender’s Revolving Credit Commitment, (iii) the amount Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to Credit Commitment and (iv) in the case of any Foreign Swing Line Loan, (i) the Total Revolving Outstandings Outstanding Amount of Loans made to all of the Foreign Borrowers shall not exceed the Aggregate Revolving Commitments, Maximum Foreign Borrower Sublimit and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans made to each Foreign Borrower shall not exceed the Foreign Borrower Sublimit applicable to such Revolving Lender’s Revolving CommitmentForeign Borrower, and provided, further, that (y) the Borrowers Swing Line Lender shall not use the proceeds of be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure (after giving effect to refinance any outstanding Swing Line LoanSection 2.18(a)(iv)). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04; provided, further, that neither the Company nor any Specified Foreign Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Loan shall be a Base Rate Loanbear interest as set forth in Section 2.08. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during from and including the Availability Period Closing Date until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentCredit Commitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.. 95159948_7

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during until the Availability Period Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C-BA Obligations of the Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, Line Cap and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Credit Lender), plus such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA ObligationsC Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans, Protective Advances and Overadvance Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and ; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan at any time when any Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Administrative Agent” as used in Article X included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may 2.05 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitslimits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate LoanLoan for all purposes of this Agreement, including, without limitation pursuant to Section 2.08(b), except that by separate agreement between the Borrower and the Swing Line Lender, the Swing Line Lender may otherwise agree with the Borrower that the Swing Line Lender shall accept interest in respect of Swing Line Loans which are prepaid or timely repaid in full to the Swing Line Lender which interest has been calculated at a different rate of interest than the interest rate provided in this Agreement (and the Borrower and the Swing Line Lender, with the written consent of the Administrative Agent, may also separately agree to a different cut-off time for delivering notices of Swing Line Borrowings, minimum amounts of Swing Line Borrowings and other matters than is provided for such matters in Section 2.04(b)); provided that no other Revolving Lender shall be bound by any such separate agreement. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to On the terms and subject to the conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the Availability Period period from the Closing Date to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Effective Amount of Revolving Loans and L/C-BA Obligations of the Swing Line LenderLender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Proportionate Share of the Outstanding Effective Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Proportionate Share of the Outstanding Effective Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentLoan Commitment on such date, (ii) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and provided, further, that L/C Obligations on the Borrowers date of the proposed Swing Line Borrowing shall not use exceed the proceeds of Total Revolving Loan Commitment on such date, (iii) the Swing Line Lender shall not make any Swing Line Loan to refinance any an outstanding Swing Line Loan and (iv) the Swing Line Lender is not obligated to make Swing Line Loans to the Borrower under this Section 2.04 if, before or after making such Swing Line Loan, either (i) the Borrower is not in compliance with the covenant set forth in Section 5.03(e) or (ii) it would not be possible for the Borrower to comply with the covenant set forth in Section 5.03(e). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.052.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Proportionate Share times the amount of such Swing Line Loan.

The Swing Line. Subject (i)Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Extended Revolving Credit Lenders set forth in this Section 2.042.03, may in its sole discretion discretion, make loans to the Borrowers (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during (other than the Availability Period Closing Date) until the Maturity Date for the Extended Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Extended Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Swing Line Lender’s Extended Revolving Credit Commitment; provided, howeverthat, that after giving effect to any Swing Line Loan, (ix) the Total Extended Revolving Outstandings Credit Exposure shall not exceed the Aggregate aggregate Extended Revolving Commitments, Credit Commitment and (iiy) the aggregate Outstanding Amount of the Extended Revolving Credit Loans of any Revolving Lender (other than the relevant Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lxxxxx’s Extended Revolving Lender’s Revolving Commitment, and Credit Commitment then in effect; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided, further, that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s participation in the Swing Line Loan would be reallocated, in full, to Non-Defaulting Lenders in accordance with Section 2.17(a)(iv). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.03, prepay under Section 2.052.04, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Extended Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving LenderLxxxxx’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

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

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

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Loan Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Loan Percentage of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Loan Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Loan Lender), plus such Revolving Loan Lender’s Applicable Revolving Loan Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Loan Lender’s Applicable Revolving Loan Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Loan Lender’s Revolving Loan Commitment. Additionally, and provided, further, that the Borrowers shall not use the proceeds of any no more than seven Swing Line Loan to refinance Loans may be outstanding at any outstanding Swing Line Loanone time. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Loan Lender’s Applicable Revolving Loan Percentage times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during from and including the Availability Period Closing Date until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, provided that (i) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentCredit Commitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and providedthe Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, furtherincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole discretion to make loans (each such loan, a “"Swing Line Loan”") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s 's Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Lender's Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Lender's Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender with a Revolving Lender Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender's Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

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

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion to make loans (i) to the Company, in Dollars (each such loanloan to the Company, a “Domestic Swing Line Loan”) and (ii) to the Borrowers Foreign Borrower, in Dollars, Euros, Sterling or another Alternative Currency approved for such purpose by the Swing Line Lender pursuant to Section 1.06 (each such Loan to the Foreign Borrower, a “Foreign Swing Line Loan” and collectively with the Domestic Swing Line Loans, the “Swing Line Loans”) from time to time on any Business Day during the Availability Period in an aggregate amount respect of the Revolving Credit Facility; provided that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not to exceed the Revolving Credit Facility, (ii) the Revolving Exposure of any Revolving Credit Lender at any such time outstanding shall not exceed such Lender’s Revolving Credit Commitment, (iii) the amount Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (iiv) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitmentthe Domestic Swing Line Sublimit, (v) the Outstanding Amount of Foreign Swing Line Loans shall not exceed the Foreign Swing Line Sublimit, and provided(vi) in the case of a Foreign Swing Line Loan, further, that the Borrowers Outstanding Amount of all Revolving Credit Loans made to the Foreign Borrower shall not exceed the Foreign Borrower Sublimit, (y) neither the Company nor the Foreign Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine in good faith that it has, or will by such Credit Extension have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company or the Foreign Borrower, as applicable, may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loanbear interest as set forth in Section 2.08. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.4, may in its sole discretion make loans in Dollars or Canadian Dollars to Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Revolving Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and Outstanding Amount of L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Utilization of Revolving Outstandings Commitments shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentCommitment (other than with respect to the Swing Line Lender) and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.4, prepay under Section 2.052.14 and Section 2.15, and reborrow under this Section 2.042.4. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Canadian Dollars shall be a Canadian Prime Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars or in one or more Alternative Currencies (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitPeriod, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving CommitmentsCredit Facility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (iii) the Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan (other than an AC Swing Line Loan) shall be a Base Rate LoanLoan and each AC Swing Line Loan shall bear interest as provided in Section 2.08(a). Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount Dollar Equivalent of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each of the Swing Line LenderLenders may, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may 2.05 and in its sole discretion discretion, make its Pro Rata Swing Line Share of loans in US Dollars (each such loan, a “Swing Line Loan”) to the Borrowers BorrowerOperating Partnership, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitPeriod, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving USD-AMulticurrency Committed RC Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving CommitmentCommitment in respect of USD-AMulticurrency Committed RC Loans; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of Swing Line Loans made by such Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (iii) the Revolving Swing Line Exposure shall not exceed the Swing Line Sublimit and (iv) the aggregate Outstanding Amount of the USD-AMulticurrency Committed RC Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving USD-AMulticurrency RC Commitment, and provided, further, that the Borrowers BorrowerOperating Partnership shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers BorrowerOperating Partnership may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the each Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan. Swing Line Loans shall be available only in US Dollars.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Committed Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (other than less, with respect only to the Swing Line Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Sublimit and provided, further, that (iv) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, in its sole discretion, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.040, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Committed Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsLoan Cap, and (ii) the aggregate Outstanding Amount of the Revolving Committed Loans of any Revolving Lender (other than the Swing Line Lender)at such time, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA ObligationsC Obligations at such time, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.040, prepay under Section 2.050, and reborrow under this Section 2.040. Each Swing Line Loan shall be a bear interest only at the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article 0 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Agent” as used in Article 0 included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans (i) to the Company, in Dollars (each such loanloan to the Company, a “Domestic Swing Line Loan”) and (ii) to the Borrowers Foreign Borrower, in Dollars, Euros, Sterling or another Alternative Currency approved for such purpose by the Swing Line Lender pursuant to Section 1.09 (each such Loan to the Foreign Borrower, a “Foreign Swing Line Loan” and collectively with the Domestic Swing Line Loans, the “Swing Line Loans”) from time to time on any Business Day during the Availability Period in an aggregate amount Period; provided that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not to exceed the Revolving Facility at such time, (ii) the Revolving Exposure of any Revolving Lender at such time outstanding shall not exceed such Lender’s Revolving Commitment, (iii) the amount Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (iiv) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitmentthe Domestic Swing Line Sublimit, (v) the Outstanding Amount of Foreign Swing Line Loans shall not exceed the Foreign Swing Line Sublimit, and provided(vi) in the case of a Foreign Swing Line Loan, further, that the Borrowers Outstanding Amount of all Revolving Loans made to the Foreign Borrower shall not exceed the Foreign Borrower Sublimit, (y) neither the Company nor the Foreign Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine in good faith that it has, or will by such Credit Extension have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company or the Foreign Borrower, as applicable, may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loanbear interest as set forth in Section 2.08. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsCredit Facility, and (ii) except with respect to the aggregate Outstanding Amount of Swing Line Lender, the Revolving Loans Pro Rata Share of any Revolving Lender (other than of the Swing Line Lender)Outstanding Amount of all Revolving Loans, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that (x) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (y) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times Pro Rata Share of the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during (other than the Availability Period Closing Date) prior to the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitSublimit or such greater amount as such Swing Line Lender may agree to in its sole discretion, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving CommitmentCredit Commitment then in effect and (ii) the aggregate amount of the Revolving Credit Loans of the Revolving Credit Lenders, and providedplus the Outstanding Amount of all L/C Obligations, further, that plus the Borrowers Outstanding Amount of all Swing Line Loans shall not use exceed the proceeds Borrowing Base minus the Outstanding Amount of any Swing Line Loan to refinance any outstanding Swing Line Loanthe Term Loans. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make Swing Line Loans if a Revolving Credit Lender is a Defaulting Lender to the extent such Defaulting Lender’s participation in Swing Line Loans cannot be reallocated to Non-Defaulting Lenders pursuant to Section 2.16(a).

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

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

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”"SWING LINE LOAN") in Dollars, to the Borrowers Borrower from time to time on any Business Day during the Availability Period period from the Closing Date to the Revolving Credit Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the aggregate Outstanding Amount of Revolving Loans and L/C-BA Obligations of the Swing Line Lender, 's Pro Rata Revolving Share (in its capacity as a Revolving Lender) of L/C Obligations and the Swing Line Lender's Pro Rata Revolving Share (in its capacity as a Revolving Lender) of an amount equal to 105% of the aggregate Outstanding Amount of all Foreign Currency Loans may exceed the amount of such Swing Line Lender's Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total aggregate Outstanding Amount of all Revolving Outstandings Loans, Swing Line Loans, and L/C Obligations, plus an amount equal to 105% of the aggregate Outstanding Amount of all Foreign Currency Loans shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable 's Pro Rata Revolving Percentage Share of an amount equal to 105% of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable 's Pro Rata Revolving Percentage Share of the Outstanding Amount of all Swing Line Loans Loans, plus such Revolving Lender's Pro Rata Revolving Share of the Outstanding Amount of all Foreign Currency Loans, shall not exceed such Revolving Lender’s 's Revolving Credit Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow Swing Line Loans under this Section 2.042.05, prepay Swing Line Loans under Section 2.052.06 (Prepayments), and reborrow Swing Line Loans under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable 's Pro Rata Revolving Percentage Share times the amount of such the Swing Line Loan; provided, however, that such Revolving Lender shall not be required to fund such risk participation except as provided in clause (c)(iii) below.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving CommitmentsCommitment, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender with a Revolving Lender Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth -------------- herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “"Swing ----- Line Loan”") to the Borrowers Borrower from time to time on any Business Day during the Availability Period ---------- period from the Closing Date to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Committed Revolving Loans and L/C-BA Obligations of the Swing Line LenderLender in its capacity as a Lender of Committed Revolving Loans, may exceed the amount of such Revolving Lender’s 's Revolving Commitment; provided, however, that after -------- ------- giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings aggregate Outstanding Amount of all Loans and L/C Obligations shall not exceed the Aggregate aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage 's Pro Rata Share of the ---- Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage 's Pro Rata Share of ---- the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Commitment, and provided, further, that the Borrowers Swing Line Lender shall -------- -------- not use the proceeds of make any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.05------------ ------- 2.06, and reborrow under this Section 2.042.05 ; provided, however, that the Swing ---- ------------ -------- ------- Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to the Borrower. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage 's Pro Rata Share times the amount of ----- such Swing Line Loan.

The Swing Line. Subject The Borrower or the Loan Party Representative may request on behalf of the Borrower that the Swing Line Lender make, and subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.04 may, may if in its sole discretion it elects to do so, make loans (each such loan, a “"Swing Line Loan”") to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s 's Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s 's Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s 's Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Commitment, and provided, provided further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s 's Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Committed Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) subject to the foregoing, the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit and provided, further, that (iv) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. The Swing Line Lender shall not be under any obligation to make any Swing Line Loan if any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Swing Line Lender (in its sole discretion) with the Borrowers or such Defaulting Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Line Loan then proposed to be made or such Swing Line Loan and all other Swing Line Loans as to which the Swing Line Lender has Fronting Exposure, as it may elect in its sole discretion. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrowers Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s CHL:45705.8 Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Percentage Credit Facility times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Pro Rata Revolving Percentage Share of the Outstanding Amount of Revolving Loans and L/C-C - BA Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Pro Rata Revolving Percentage Share of the Outstanding Amount of all L/C-C - BA Obligations, plus such Revolving Lender’s Applicable Pro Rata Revolving Percentage Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Credit Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Pro Rata Revolving Percentage Share times the amount of such Swing Line Loan.

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

The Swing Line. Subject to the terms and conditions set forth herein, (x) the Canadian Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars or Canadian Dollars (each such loan, a “Canadian Swing Line Loan”) to the Canadian Borrower in an aggregate Dollar Amount not to exceed at any time outstanding the amount of the Canadian Swing Line Sublimit, and (y) the European Swing Line Lender agrees to make loans in Dollars, Euro or Sterling (each such loan, a “European Swing Line Loan” and, collectively with the Canadian Swing Line Loans, each a “Swing Line Loan”) to any European Borrower in an aggregate Dollar Amount not to exceed at any time outstanding the Borrowers amount of the European Swing Line Sublimit, in each case from time to time on any Business Day during (other than the Availability Period Closing Date) until the Maturity Date in an aggregate amount Dollar Amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C-BA C Obligations of the any Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanCredit Commitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers each Borrower may borrow under this Section 2.042.04 (provided that, in each such case, such Swing Line Loans shall not, after giving effect thereto and to the application of the proceeds thereof, result at such time in the Availability Requirements not being met (subject to Section 2.01(c)), prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan (i) made to the Canadian Borrower shall be a Base Rate LoanLoan if denominated in Dollars or a Canadian Prime Rate Loan if denominated in Canadian Dollars and (ii) made to a European Borrower shall be a Base Rate Loan if denominated in Dollars or an Overnight Eurocurrency Rate Loan if denominated in Euro or Sterling. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage Pro Rata Share times the amount of such Swing Line Loan.. (b)

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole discretion to make loans (each such loan, a “"Swing Line Loan”") to the Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Loans and L/C-BA C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s 's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s 's Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C-BA C Obligations, plus such Revolving Lender’s 's Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Credit Commitment, and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s 's Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.. (b)

The Swing Line. Subject to On the terms and subject to the conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, may in its sole discretion Lender shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the Availability Period period from the Second Restatement Effective Date up to but not including the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Effective Amount of Revolving Loans and L/C-BA Obligations of the Swing Line LenderLender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s 's Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total aggregate Effective Amount of all Revolving Outstandings Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Total Revolving CommitmentsLoan Commitment at such time, and (ii) the aggregate Outstanding Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans 's Total Lender Risk Participation shall not exceed such Revolving Lender’s 's Revolving Loan Commitment, and provided, further, that the Borrowers Swing Line Lender shall not use the proceeds of make any Swing Line Loan to refinance any an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.052.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable 's Revolving Percentage Proportionate Share times the amount of such Swing Line Loan. Furthermore, if there at any time exists a Defaulting Lender (unless such Lender's Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a)), before making any Swing Line Loans the Swing Line Lender may condition the provision of such Swing Line Loans on its entering into arrangements satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender's Fronting Exposure.