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 Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the 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 Borrower may borrow under this Section 2.04, prepay under Section 2.04, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 Company or a Designated 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 lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (ix) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (iiy) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (yii) neither the Company nor any Designated Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company and the Designated Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, 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, the Swing Line Lender, in reliance upon the agreements of the other Tranche 1 Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in when aggregated with the Applicable Tranche 1 Percentage of the Outstanding Amount of Tranche 1 Loans and L/C ObligationsObligations of the Tranche 1 Lender acting as Swing Line Lender, may exceed the amount of such Tranche 1 Lender’s Tranche 1 Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Tranche 1 Outstandings shall not exceed the Aggregate Tranche 1 Commitments, and (ii) the Revolving Credit Exposure of any Tranche 1 Lender shall not exceed such Tranche 1 Lender’s Tranche 1 Commitment, (y) the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Tranche 1 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 Tranche 1 Lender’s Applicable Tranche 1 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 Credit Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the its Swing Line Sublimit and, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus shall not exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Subfacility, (ii) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, Revolving Credit Facility and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Credit Lenders set forth in this Section 2.04, may in its sole discretion shall make revolving loans (each such revolving loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Revolving Credit Lender acting as the Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Revolving Credit Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate aggregate Revolving Credit Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Upon notice from the Swing Line Loan shall be a Base Rate Loan. Immediately upon Lender following 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 Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Credit Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Loanplus the Applicable Rate for Base Rate Loans made under the Revolving Credit Facility. 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 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 Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to the a Domestic Borrower from time to time on any Business Day during the Availability Period for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the such Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 a Domestic Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Loanplus the Applicable 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 Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.17, may in its sole discretion shall make loans (i) to each such loanU.S. Borrower denominated in U.S. Dollars (the “U.S. Swing Line Loans”) and (ii) to each Canadian Borrower denominated in U.S. Dollars or Canadian Dollars (the “Canadian Swing Line Loans” and, a together with the U.S. Swing Line Loans, the “Swing Line LoanLoans”) to (for this purpose, using the Borrower U.S. Dollar Equivalent of amounts denominated in Canadian 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsRevolving Facility at such time, and (ii) the Credit Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, (iii) Total Revolving Outstandings shall not exceed the total Revolving Commitments, (iv) the Aggregate U.S. Borrower Exposure shall not exceed the U.S. Borrowing Base at such time, (v) the aggregate amount of outstanding U.S. Swing Line Loans shall not exceed the U.S. Swing Line Sublimit, (vi) the Aggregate Canadian Borrower Exposure shall not exceed the lesser of (1) the Canadian Borrowing Base at such time and (2) the Canadian Sublimit then in effect and (vii) the aggregate amount of outstanding Canadian Swing Line Loans shall not exceed the Canadian Swing Line Sublimit, (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Borrowers may borrow under this Section 2.042.17, prepay under Section 2.042.03(a), and reborrow under this Section 2.042.17. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Loanor Canadian Prime Rate, as applicable. 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 Lenders set forth in this Section 2.042.05, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to the any 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (iii) the aggregate outstanding principal amount of all Loans made by the Swing Line Lender plus the aggregate L/C Obligations owing to the Swing Line Lender (or any of its Affiliates) shall not exceed such Lender’s Commitment, (y) the such 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 each Borrower may borrow under this Section 2.042.05, prepay under Section 2.042.06, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.3, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a LenderSublimit; provided that, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings Revolving Credit Commitment Percentage of the aggregate outstanding principal amount of Revolving Credit Loans and L/C Obligations of such Lender acting as a Swing Line Lender plus the aggregate outstanding principal amount of all Swing Line Loans made by such Swing Line Lender shall not exceed the Aggregate Commitmentsamount of such Lender’s Revolving Credit Commitment, and (ii) the Revolving Credit Exposure of all Lenders shall not exceed the Total Revolving Credit Commitments, (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s CommitmentRevolving Credit Commitment and (iv) Availability shall be greater than or equal to $0, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.3, prepay under Section 2.045.1, and reborrow under this Section 2.042.3. 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 (each a “Swing Line Participation”) in an amount equal to the product of such Lender’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 Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) 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 Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) 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 Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender (other than the Swing Line Lender) shall not exceed such Lender’s Commitment, (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 Borrower from time to time on any Business Day during the Availability Period for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, Revolving Credit Facility at such time and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 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 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Company or any Designated 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsRevolving Facility, and (iiB) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, (yii) the Borrower shall not use the no proceeds of any Swing Line Loan may be used to refinance any outstanding Swing Line Loan and (ziii) 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, have Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Loan Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsAvailable Loan Amount, and (ii) the Total Revolving Outstandings shall not exceed the Available Revolving Loan Amount, and (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Loan Commitment, (y) the 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 Borrower may borrow under this Section 2.04, prepay under Section 2.04, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 Borrower from time to time on any Business Day during (other than the Availability Period Fourth A&R Refinancing Effective Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line LoansRevolving Credit Commitment; provided that, minus such Lender’s participation in L/C Obligations; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s CommitmentRevolving Credit Commitment then in effect; provided, (y) further, that the 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 ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Lender’s Applicable Percentage Pro Rata Share of the Revolving Credit Facility times the amount of such Swing Line Loan. Notwithstanding anything to the contrary herein, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when (i) there is a Defaulting Lender or (ii) if the Swing Line Lender, in its reasonable discretion, determines that there may be a risk of one or more Revolving Credit Lenders becoming a Defaulting Lender, unless, in either case, the Swing Line Lender has entered into arrangements satisfactory to it to eliminate the Swing Line Lender’s risk with respect to the relevant Lender(s), including by cash collateralizing such Lender’s Pro Rata Share of the Revolving Credit Exposure of the outstanding Swing Line Loans.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (x) (i) the Total Outstandings shall not exceed the Aggregate CommitmentsCommitments at such time, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line 103167989_7 Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations's Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings Availability shall not exceed the Aggregate Commitmentsbe greater than or equal to $0, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s 's Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 's Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line 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 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C ObligationsObligations 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 Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s 's Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Percentage times the amount of such 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 on the Maturity Date or such earlier date as required hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) 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 Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other 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 Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (xy) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the 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 Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loanbear interest at the rate described in Section 2.08(a). Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.2, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during from and including the Availability Period Transaction Closing Date and prior to the Termination Date in an aggregate amount not to exceed at any time outstanding $25,000,000, notwithstanding the lesser of (x) the fact that such Swing Line Sublimit Loans, when aggregated with the Pro Rata Share of the outstanding Amount of Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings amount of the Revolving Credit Obligations shall not exceed the Adjusted Aggregate Commitments, Commitment and (ii) the amount of the Financial Credit Exposure of any Lender Obligations shall not exceed such Lender’s Commitmentthe Financial Credit Sublimit, (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 making such Credit Extension Swing Line Loan may have, Fronting Exposureexposure in respect of the Swing Line Loans to any Defaulting Lender (after giving effect to Section 2.22(c)). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow and repay under this Section 2.042.2, prepay under Section 2.042.4, and reborrow under this Section 2.042.2. Each Swing Line Loan shall be a Base Floating Rate Loan. The Borrowers shall repay each Swing Line Loan on the earlier to occur of (A) the date ten Business Days after such Loan is made and (B) the Termination Date. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable 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 Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the any 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, provided that (x) 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 Exposure Loans of any Lender Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (ziii) 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 is has, or by such Credit Extension may have, Fronting Exposure; provided, further, that no Borrower shall 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 each Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Lender’s Applicable Percentage times multiplied by the amount of such Swing Line Loan. In no event will the US Borrower be obligated or otherwise liable for any Swing Line Loan of the Cayman Borrower except in its capacity as a Guarantor. In no event will the Cayman Borrower be obligated or otherwise liable for any Swing Line Loans of the US Borrower.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “"Swing Line Loan”") to the 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 lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations's Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s 's Revolving Credit Commitment, (yii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 '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 Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower U.S. 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, howeverthat, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (iiB) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (yii) the Borrower U.S. Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower U.S. Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Dollar Tranche Lenders set forth in this Section 2.042.3, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Parent 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a LenderSublimit; provided that, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings Revolving Credit Commitment Percentage of the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations of such Lender acting as a Swing Line Lender plus the aggregate outstanding principal amount of all Swing Line Loans made by such Swing Line Lender shall not exceed the Aggregate Commitmentsamount of such Lender’s Revolving Credit Commitment, and (ii) the aggregate Revolving Credit Exposure of all Lenders shall not exceed the Total Revolving Credit Commitments, (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment, (iv) the aggregate Dollar Tranche Exposure of all Revolving Credit Lenders’ shall not exceed the amount of the Dollar Tranche, (v) the Dollar Tranche Exposure of any Lender shall not exceed such Lender’s Dollar Tranche Commitment and (vi) Availability shall be greater than or equal to $0, (y) the Parent Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Parent Borrower may borrow under this Section 2.042.3, prepay under Section 2.045.1, and reborrow under this Section 2.042.3. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Dollar Tranche 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 (each a “Swing Line Participation”) in an amount equal to the product of such Dollar Tranche Lender’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 Lenders set forth in this Section 2.042.05, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (iii) the aggregate outstanding principal amount of all Loans made by the Swing Line Lender plus the aggregate L/C Obligations owing to the Swing Line Lender (or any of its Affiliates) shall not exceed such Lender’s Commitment, (y) the 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 Borrower may borrow under this Section 2.042.05, prepay under Section 2.042.06, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, 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 Borrower Company, in Dollars, from time to time on any Business Day during the Availability Period for the Aggregate Revolving Commitments in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, howeverthat, that (xi) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) after giving effect to any Swing Line Loan, the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, (yiii) after giving effect to any Swing Line Loan, the sum of (without duplication) (A) the Borrower Revolving Credit Exposure of the Swing Line Lender, plus (B) the Outstanding Amount of all Swing Line Loans, shall not exceed the Swing Line Lender’s Revolving Commitment, (iv) the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (zv) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loanbear interest at the rate per annum specified in Section 2.08(a)(iii). 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, but shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may 2.04 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and Letter of Credit Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsBorrowing Base, and (ii) the Revolving Credit Exposure Outstandings of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment, (y) and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan. Within the foregoing limits and (z) subject to the discretion of 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 limitsLoans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements agreement of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole and absolute discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to for the Borrower account of any of 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C ObligationsObligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Xxxxxx’s Revolving Loan Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Revolving Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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, any of the Borrower Borrowers may borrow under this Section 2.042.05, prepay under Section 2.042.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan2.05. 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 LenderXxxxxx’s Applicable Revolving Percentage times the amount of such Swing Line Loan. Notwithstanding anything to the contrary contained in this Section 2.05, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any other Revolving Lender is a Defaulting Lender, unless the Swing Line Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Lenders that are Non-Defaulting Lenders consistent with Section 2.19(a)(iv) and the Defaulting Lender shall not participate therein, except to the extent the Swing Line Lender has entered into arrangements with the Borrowers or such Defaulting Lender 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 Lender, including the delivery of cash collateral.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.03, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings Outstanding Amount of all Loans shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrowing may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.03, prepay under Section 2.04, 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 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsMaximum Availability, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may may, in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, ; (yii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan; and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan or shall bear interest at a rate agreed to between the Borrower and the Swing Line Lender prior to funding such 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 Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may may, in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (x) (i) the Total Outstandings shall not exceed the Aggregate CommitmentsCommitments at the time of such Swing Line Loan, and (ii) the Revolving Credit Exposure of any such Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 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 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.042.05, prepay under Section 2.042.06, 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 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 Applicable Percentage times the amount of such Swing Line Loan. The Borrower promises to pay to the Swing Line Lender all amounts due under the Swing Line Loans on the Maturity Date or such earlier date as required hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsMaximum Availability, and (ii) the Revolving Credit Exposure of any Lender at such time shall not exceed such Lender’s Commitment, and provided further that (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans and, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus maynot to exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 64054670 49 hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to all of the terms and conditions set forth hereinhereof and so long as no Default or Event of Default under this Agreement has occurred and is continuing, Mercantile agrees to make loans to Borrower under a Swing Line ("Swing Loans") during the Term of this Agreement which shall not in the aggregate at any time outstanding exceed the lesser of (i) the Swing Line LenderCommitment, in reliance upon or (ii) the agreements difference between (x) the sum of the other Revolving Credit Commitments of all of the Lenders set forth in this Section 2.04, may in its sole discretion make loans and the Additional Commitments of all of the Lenders (each such loan, a “if then available) and (y) the amount of the Revolving Credit Loans and Alternate Currency Loans and the undrawn face amount of Letters of Credit then outstanding hereunder at the time of computation. The Swing Line Loan”) Commitment shall be available to the Borrower and may be availed of by Borrower from time to time on any Business Day time, and borrowings thereunder may be repaid and used again during the Availability Period in an aggregate amount not period ending on the last day of the Term hereof. All Swing Loans shall be made hereunder only as Base Rate Loans. All advances made by Mercantile to exceed at any time outstanding the lesser of (x) Borrower under the Swing Line Sublimit and (y) an amount equal to shall be evidenced by the Swing Line Lender’s Commitment Note of Borrower dated as of the date hereof (the "Swing Line Note") payable to the order of Mercantile in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the 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 Commitment and binding absent manifest errorbeing in the form attached hereto as Exhibit B. 11. The third sentence of Section 3.4(c) that it has, or by such of the Credit Extension may have, Fronting Exposure. Within Agreement hereby is deleted in its entirety and the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.04, 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 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation following is substituted in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.its place:

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 Lenders set forth in this Section 2.04, may 2.04 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to [Key Tronic] Credit Agreement #510968250 exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to Letter of Credit Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsMaximum Borrowing Amount, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan. Within the foregoing limits and (z) subject to the discretion of 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 limitsLoans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.06(a)(ii), 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C — BA Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower Company 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 Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other 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 Domestic 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsDomestic Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsLoan Cap, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender to the Domestic Borrower at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations of the Domestic Borrower at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Domestic Commitment, (y) and provided, further, that the Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) provided further that the Swing Line Lender shall not be under any obligation 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 extension may have, Fronting Exposure). Within the foregoing limits, and subject to the other terms and conditions hereof, the Domestic Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Lender’s Applicable 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 Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Lenders set forth in this Section 2.04, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; 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 Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure of any Lender (other than the Lender acting as Swing Line Lender) shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, howeverthat, that (xi) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) after giving effect to any Swing Line Loan, the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (yiii) after giving effect to any Swing Line Loan, the sum of (without duplication) (A) the Revolving Credit Exposure of the Swing Line Lender, plus (B) the Outstanding Amount of all Swing Line Loans, shall not exceed the Swing Line Lender’s Revolving Commitment, (iv) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (zv) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loanbear interest at the rate per annum specified in Section 2.08(a)(iii). Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees that it, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may may, in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender (other than the Swing Line Lender) shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, Revolving Credit Facility and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Lenders set forth in this Section 2.042.05, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.042.05, prepay under Section 2.042.06, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) ). ​ Each such Swing Line Loan may be made, subject to the Borrower terms and conditions set forth herein to the 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsFacility at such time, and (iiB) the Credit Revolving Exposure of any Lender at such time shall not exceed such LenderXxxxxx’s Commitment, Commitment (yii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Loanplus the Applicable Rate. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.06, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser of (x) the Swing Line Sublimit and (y) an amount equal to the such Swing Line Lender’s Commitment in its capacity Swing Line Sublimit, and, when aggregated with the Outstanding Amount of Committed Loans and Bid Loans of the Lender acting as a Swing Line Lender and such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations, minus may not exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Subfacility, (ii) the Total Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility, and (iiiii) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.06, prepay under Section 2.042.07, 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 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Total Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the 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 presumed correct absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars to the U.S. Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the U.S. 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 is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the U.S. Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.043.03, may in its sole discretion to make loans (each such loan, a “"Swing Line Loan”") to the Borrower Company from time to time on any Business Day during the Availability Period period from the Closing Date to the Termination Date in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Effective Amount of Revolving Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations's Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings Effective Amount of all Swing Line Loans, together with the Effective Amount of all L/C Obligations and the Effective Amount of all outstanding Revolving Loans, shall not exceed the Aggregate Commitmentslesser of the aggregate Commitments and the Borrowing Base, and (ii) the Credit Exposure aggregate Effective Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Effective Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s 's Commitment, (y) and provided, further, that the Borrower Company 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 ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.043.03, prepay under Section 2.042.06, and reborrow under this Section 2.043.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable Percentage 's Pro Rata Share of the aggregate 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 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 Borrower Company 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements agreement of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole and absolute discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to for the Borrower account of any of 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and (y) an amount equal to L/C Obligations of the Revolving Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Loan Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Revolving Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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, any of the Borrower Borrowers may borrow under this Section 2.042.05, prepay under Section 2.042.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan2.05. 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 Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.Line

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to the US 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 lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the lesser of (A) the Revolving Credit Aggregate CommitmentsCommitments and (B) the Revolving Credit Availability Amount, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the US Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 US Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Swing Line LenderLender may, in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.03, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate CommitmentsLoan Cap, and (ii) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, (y) and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) provided further that the Swing Line Lender shall not be under any obligation obligated to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.042.03, prepay under Section 2.04, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loanbear interest only at the LIBOR Rate. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable 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 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 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) 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 Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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; and provided, further, that, the aggregate principal amount of Swing Line Loans made on the Closing Date, when combined with the aggregate principal amount of Revolving Credit Loans made on the Closing Date and the aggregate face amount of Letters of Credit issued on the Closing Date, shall not exceed $15,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as the Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the 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 Borrower may borrow under this Section 2.04, prepay under Section 2.04, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion make revolving loans (each such revolving loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Revolving Credit Lender acting as the Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Revolving Credit Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate aggregate Revolving Credit Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Upon notice from the Swing Line Loan shall be a Base Rate Loan. Immediately upon Lender following 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 Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such LenderXxxxxx’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Swing Line LenderLender may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower Bank shall from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser of (x) the make Swing Line Sublimit and (y) an amount equal Loans denominated in Dollars to the Swing Line Lender’s Commitment Borrower in its capacity such amounts as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsBorrower may request; provided, however, that (xi) after giving effect to any Swing Line Loan, (i) the Total aggregate Swing Line Outstandings shall not exceed the Aggregate Swing Line Commitment and the Borrower shall be in compliance with Sections 2.1(a) and 2.4(a), (ii) after giving effect to such Swing Line Loan, the aggregate Swing Line Outstandings plus the aggregate Dollar Equivalent principal amount of all other Outstanding Obligations shall not exceed the combined Commitments, and (iiiii) the Credit Exposure Swing Line Bank shall not have given at least 24 hours prior notice to Borrower that availability under the Swing Line is suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Unless notified to the contrary by the Swing Line Bank, Borrowings under the Swing Line may be made only in amounts which are integral multiples of $100,000 upon Requisite Notice made to the Swing Line Bank not later than 2:00 p.m. Each such request for a Swing Line Loan shall constitute a representation and warranty by Borrower that the conditions set forth in Sections 4.2(a) and (b) are satisfied. Promptly after receipt of such request, the Swing Line Bank shall obtain telephonic verification from the Administrative Agent that there is availability for such Swing Line Loan under the Commitments. Unless notified to the contrary by the Swing Line Bank, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000. If Borrower instructs the Swing Line Bank to debit its Designated Deposit Account at the Swing Line Bank in the amount of any Lender payment with respect to a Swing Line Loan, or the Swing Line Bank otherwise receives repayment, after 2:00 p.m., such payment shall be deemed received on the next Business Day. The Swing Line Bank shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. (b) Swing Line Loans shall bear interest at a fluctuating rate per annum equal to the rate of interest payable on Base Rate Loans (plus the Applicable Amount) payable on such dates, not exceed more frequent than monthly, as may be specified by the Swing Line Bank and in any event on the Maturity Date. Interest on Swing Line Loans shall be payable upon demand of the Swing Line Bank, and the Swing Line Bank shall be responsible for invoicing Borrower for such Lender’s Commitment, (y) interest. Until a Bank has paid the Borrower shall not use Swing Line Bank the proceeds of purchase price for its participation in any Swing Line Loan pursuant to refinance any outstanding Section 2.3(d), such Bank shall not be entitled to receive its share of interest on such Swing Line Loan Loan, and (z) such interest shall be solely for the account of the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine Bank. (which determination shall be conclusive and binding absent manifest errorc) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.04, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon payable on the earliest of (i) the fifth Business Day after it is made, (ii) the Maturity Date and (iii) demand made by the Swing Line Bank. (d) Upon the making of a Swing Line Loan, each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase to have purchased from the Swing Line Lender Bank a risk participation in such Swing Line Loan therein in an amount equal to the product of such Lenderthat Bank’s Applicable Percentage Pro Rata Share times the amount of such the Swing Line Loan. Upon demand made by the Swing Line Bank, each Bank shall, according to its Pro Rata Share, promptly provide to the Swing Line Bank its purchase price therefor in an amount equal to its participation therein. The obligation of each Bank to so provide its purchase price to the Swing Line Bank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender (other than the Swing Line Lender) shall not exceed such Lender’s Commitment, (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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, 68208499_7 or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) ). Each such Swing Line Loan may be made, subject to the Borrower terms and conditions set forth herein to the 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Outstandings shall not exceed the Aggregate Commitments, Facility at such time and (iiB) the Credit Revolving Exposure of any Lender at such time shall not exceed such Lender’s Commitment, (yii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Loanplus the Applicable Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk 13813663v6 participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.5, may in its sole discretion agrees to make loans Loans (each such loanLoan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during between the Availability Period date hereof and the Maturity Date in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Commitment Percentage of the Outstanding Amount of Loans under the Facility and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsMaximum Loan Amount, and (ii) the Credit Exposure of Total Outstandings shall not exceed the Total Commitment, and (iii) the Total Outstandings held by any Lender (other than the Swing Line Lender) shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 hasthere exists any Defaulting Lender, or by unless the Fronting Exposure with respect to such Credit Extension may have, Fronting ExposureDefaulting Lender has been fully Cash Collateralized. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.5, prepay under this Section 2.042.5, and reborrow under this Section 2.042.5. Each Swing Line Loan shall be a Base Rate LoanAdvance. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable 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 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 either 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsCommitments at such time, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (yiii) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (ziv) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Alternate Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase NAI-1535672020v11535672020v8 from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line 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 Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C ObligationsObligations 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 Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Lender’s CommitmentRevolving Commitment (other than that of the Swing Line Lender as set forth above), (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be deemed a Base Rate Loan notwithstanding anything to the contrary in Section 2.08(a)(iii) regarding the interest rate applicable to such 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 Percentage times the amount of such Swing Line Loan. Notwithstanding anything to the contrary contained herein, a Swing Line Loan may not be converted to a LIBOR Rate Loan. The Borrowers jointly and severally promise to pay to the Swing Line Lender all amounts due under the Swing Line Loans in accordance with Section 2.07(b) or such earlier date as required hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations's Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s 's Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 '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 Lenders set forth in this Section 2.042.05, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.042.05, prepay under Section 2.042.06, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender at such time shall not exceed such Lender’s Commitment, and provided further that (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan. Notwithstanding anything in this Agreement to the contrary, each of the Borrower, Parent, Administrative Agent, and each Lender acknowledge and agree that, as of the First Amendment Effective Date (x) no Swing Line Loans are outstanding hereunder, (y) all commitments of Swing Line Lender to advance any Swing Line Loans hereunder are terminated and Swing Line Lender has no obligation to make any Swing Line Loans and (z) the Swing Line Sublimit is reduced to zero ($0.00).

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, Revolving Credit Facility at such time and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Lenders set forth in this Section 2.042.3, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the any Borrower from time to time on any Business Day during the Availability Period period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (xi) immediately after giving effect to any Swing Line Loan, (iA) the Total Outstandings Revolving Credit Exposure of all Lenders shall not exceed the Aggregate Commitmentslesser of (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing Base, in each case in effect at such time, and (iiB) except as provided above with respect to the Swing Line Lender, the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (yii) the no Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (ziii) 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 errorin its sole discretion) 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 each Borrower may borrow under this Section 2.042.3, prepay under Section 2.042.9(b), and reborrow under this Section 2.042.3. Each Swing Line Loan shall be bear interest as a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line LenderLender agrees that it, 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 (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser of (x) the Swing Line Sublimit and (y) an amount equal to the such Swing Line Lender’s Commitment in its capacity as a LenderSwing Line Sublimit; and, minus when aggregated with the aggregate outstanding principal amount Outstanding Amount of such Lender’s Committed Revolving Credit Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsObligations of such Swing Line Lender, shall not exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Subfacility, (ii) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, Revolving Credit Facility and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the no 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 ExposureExposure (after giving effect to Section 2.19(a)(iv)). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 Lenders 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 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 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrowing may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the no Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other 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 Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not applicable to exceed at any time outstanding the lesser of (x) the Swing Line Sublimit and (y) an amount equal to the such Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations; provided, however, that (x) after giving effect to any Swing Line Loan, (iw) the Total Outstandings shall not exceed the Aggregate Commitments, and (iix) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) the aggregate Outstanding Amount of Swing Line Loans shall not exceed the Swing Line Sublimit and (z) the Outstanding Amount of Swing Line Loans made by the Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment; provided, further, that (A) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (zB) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may 2.04 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and Letter of Credit Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Commitments, Borrowing Base and (ii) the Revolving Credit Exposure Outstandings of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Credit Commitment, (y) and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan. Within the foregoing limits and (z) subject to the discretion of 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 limitsLoans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Eurodollar 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 Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the each applicable Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender shall make loans (as applicable) in Dollars or Euros (each such loan, a “Swing Line Loan”) to the Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) such Swing Line Lender’s Swing Line Percentage of the Swing Line Sublimit and (y) an amount equal applicable to Swing Line Loans in the requested currency, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Committed Loans of each Lender acting as a Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the anythe applicable 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 credit extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euros shall be a Euro Swing Line Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable Percentage Pro Rata Share times the amount amountDollar Equivalent of such Swing Line Loan.

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 Lenders set forth in this Section 2.04, may 2.04 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and Letter of Credit Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan. Within the foregoing limits and (z) subject to the discretion of 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 limitsLoans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.06(a)(ii), 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 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 Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit 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 (y) an amount equal to L/C Obligations of the Revolving Credit Lender acting as the Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Revolving Credit Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate aggregate Revolving Credit Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Upon notice from the Swing Line Loan shall be a Base Rate Loan. Immediately upon Lender following 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 Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth hereinof this Credit Agreement, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.10, may in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower from time to time on any Business Day during from the Effective Date through, but not including, the Availability Period Termination Date in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Commitment Percentage of all outstanding Revolving Credit Loans of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Outstandings sum of all outstanding Revolving Credit Loans shall not exceed the lesser of (x) the Aggregate CommitmentsCommitments and (y) the Borrowing Base at such time, at all times when the Consolidated EBIT to Consolidated Cash Interest Expense Ratio is less than 1.50:1.00, reduced by the Termination Value of the Obligations under the Specified Hedging Agreement, and (iiB) the Credit Exposure Loans of any Lender at such time shall not exceed such Lender’s Commitment, (yii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (ziii) 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 Borrowing may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04Section, prepay under Section 2.04Sections 2.5 and 4.3, and reborrow under this Section 2.042.10. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable 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 LenderLender agrees, in reliance upon the agreements of the other 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 Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsSublimit; provided, however, that (x) that, after giving effect to any Swing Line Loan, (i) with respect to each Revolving Credit Lender, the Revolving Credit Exposure of such Revolving Credit Lender plus, without duplication, the aggregate Outstanding Amount of all Swing Line Loans advanced by such Revolving Credit Lender in its capacity as a Swing Line Lender, shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (ii) the aggregate Outstanding Amount of all Swing Line Loans made by any Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (iii) the Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Sublimit, and (iv) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Commitments at such time, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitmentprovided, further, that, (y) the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate LoanLoan or shall bear such other rate of interest specified in Section 2.08(a)(iii). Immediately upon the making of a Swing Line Loan, each 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 agreement of the other Revolving Lenders set forth in this Section 2.042.05, may in its sole and absolute discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to for the Borrower account of any of 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and (y) an amount equal to L/C Obligations of the Revolving Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsRevolving Loan Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Revolving Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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, any of the Borrower Borrowers may borrow under this Section 2.042.05, prepay under Section 2.042.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan2.05. 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 Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan. Notwithstanding anything to the contrary contained in this Section 2.05, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any other Revolving Lender is a Defaulting Lender, unless the Swing Line Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Lenders that are Non-Defaulting Lenders consistent with Section 2.19(a)(iv) and the Defaulting Lender shall not participate therein, except to the extent the Swing Line Lender has entered into arrangements with the Borrowers or such Defaulting Lender 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 Lender, including the delivery of cash collateral.

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 discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C ObligationsObligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (x) (i) the Total Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower Company 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 Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, 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, 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 make loans (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and (y) an amount equal to L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C Obligations's Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s 's Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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, have Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 's Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans denominated in Dollars (each such loan, a “Swing Line Loan”) to the Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the no Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower Company from time to time on any Business Day during the Availability Period applicable to the Swing Line Lender in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 Borrower Company may borrow under this Section 2.04, prepay under Section 2.042.05, 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 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the AMERICAS/2022747386.20 Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 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 lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan 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 will have, after giving effect to the provisions of Section 2.16(a)(iv), Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other 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 Borrower Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Outstandings shall not exceed the Aggregate Commitments, and (iiB) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (yC) the Borrower aggregate amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment of the Swing Line Lender, (ii) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (ziii) 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 Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.042.05, prepay under Section 2.042.06(a), 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 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 Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower Toro from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the lesser amount of (x) the Swing Line Sublimit Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and (y) an amount equal to L/C Obligations of the Lender acting as Swing Line Lender’s Commitment in its capacity as a Lender, minus may exceed the aggregate outstanding principal amount of such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in L/C ObligationsCommitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, Commitment and (y) the 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 is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Toro may borrow under this Section 2.04, prepay under Section 2.042.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a bear interest at (x) the Base Rate Loanplus the Applicable Margin for Base Rate Loans or (y) such other rate quoted to Toro by the Swing Line Lender on the date any Swing Line Loan shall be requested. Immediately upon the making of a Swing Line Loan, each 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 Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other 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 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 lesser amount of (x) the Swing Line Sublimit and (y) an amount equal to Sublimit, notwithstanding the Swing Line Lender’s Commitment in its capacity as a Lender, minus the aggregate outstanding principal amount of fact that such Lender’s Committed Loans and all Swing Line Loans, minus such Lender’s participation in when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C ObligationsObligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lxxxxx’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Outstandings shall not exceed the Aggregate CommitmentsRevolving Credit Facility at such time, and (iiB) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Revolving Credit Commitment then in effect and (zii) 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 will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.042.05, 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.