Common use of The Swing Loans Clause in Contracts

The Swing Loans. (a) The Company may request each Swing Loan Bank to make, and each Swing Loan Bank agrees, subject to the terms and conditions hereof including the provisions of Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i) such Swing Loan Bank’s Swing Loan Commitment, (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan Banks. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars or Sterling, provided, that Swing Loans shall be made by Bank of America, up to an amount equal to its Swing Loan Commitment, and thereafter, at the Company’s election, by any of the other Swing Loan Banks up to an amount equal to such Lender’s Swing Loan Commitment; provided that the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Swing Loans shall not at any time exceed the Total Swing Loan Commitments and (ii) the aggregate outstanding principal amount of all Swing Loans made by any Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such Lender. (c) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Swing Loan Bank and the aggregate Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (d) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

The Swing Loans. (ai) The Company may request each Swing Loan Bank to makeIn lieu of making Revolving Credit Loans, the Swingline Lender, in its sole discretion, on the terms and each Swing Loan Bank agrees, subject to the terms and conditions hereof including the provisions of Section 2.01(b)contained in this Agreement, may make loans (each a "Swing Loan") to make Swing Loans to any Borrower from time to time on any Business Day during until the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Maturity Date of such Swing Loan Bank as provided herein in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal the Swing Loan Available Credit. Each Swing Loan Borrowing shall be made and prepaid upon such notice as the Swingline Lender and Borrower shall agree, except that Swing Loan Borrowings may be made automatically (A) pursuant to certain cash management arrangements made from time to time by Borrower with Administrative Lender and/or (B) for the purposes described in item (iii) below. All Swing Loan Borrowings shall be made as Prime Rate Loans and shall be evidenced by a Note payable to the lesser order of (i) such Swing Loan Bank’s Swing Loan Commitment, the Swingline Lender. (ii) If the sum aggregate outstanding balance of the Swing Loans exceeds $2,000,000 for seven (7) consecutive days or at any time upon the request of the Swingline Lender to Administrative Lender that some or all of the Swing Loans be converted to Revolving Credit Loans, then, on the next Business Day, the Administrative Lender shall notify each Lender of the principal amount of Swing Loans outstanding as of 10:00 a.m. (Seattle time) on such Business Day (or of the principal amount of the Swing Loans which Swingline Lender desires to be converted) and each Lender's Ratable Portion thereof. Each Lender shall, before 10:00 a.m. (Seattle time) on the next Business Day, make available to the Administrative Lender, in immediately available funds, the amount of its Ratable Portion of such principal amount of such Swing Loans. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Loan as a Prime Rate Loan to Borrower, notwithstanding any failure by Borrower to satisfy the conditions contained in Section 6.2 (without regard to the minimum amount of Prime Rate Loans). The Administrative Lender shall use such funds to repay the principal amount of Swing Loans to the Swingline Lender. All interest due on the Swing Loans shall be payable to the Swingline Lender. With respect to the Swing Loans, after receipt of payment of principal or interest thereon, the Administrative Lender will promptly distribute the same to the Swingline Lender at its Applicable Lending Office. (iii) The Lenders and Borrower agree that Swing Loans may be made to allow the Administrative Lender to pay each Lender its share of fees, interest and other amounts due hereunder to the extent (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandingsfees, (2) the Letter of Credit Outstandings, interest and (3) the Swing Loan Outstandings, in each case, attributable to such Lender other amounts are then due and (iii) the sum of (x) the aggregate Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan Banks. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars or Sterling, provided, that Swing Loans shall be made by Bank of America, up to an amount equal to its Swing Loan Commitment, and thereafter, at the Company’s election, by any of the other Swing Loan Banks up to an amount equal to such Lender’s Swing Loan Commitment; provided that the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Swing Loans shall not at any time exceed the Total Swing Loan Commitments and (ii) the aggregate outstanding principal amount of all Swing Loans made by any Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment payable and (y) the sum collected funds in account no. 370211003436 of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such Lender. (c) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Swing Loan Bank and the aggregate Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (d) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting with Administrative Lender, unless or a successor account, are insufficient to pay such Swing Loan Bank has entered into arrangementsinterest, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan fees and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretionamounts.

The Swing Loans. (a) The Company may request each Each Swing Loan Bank to make, on the terms and each Swing Loan Bank agrees, subject to the terms and conditions hereof contained in this Agreement (including the provisions of Section 2.01(b3.3), agrees to make loans (each a "Swing Loans Loan") to any Borrower the Company from time to time on any Business Day during the period from the date of hereof until the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank as provided herein in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal not to exceed the lesser of (i) such Swing Loan Bank’s Swing Loan Commitment, (ii) the difference between $20,000,000 and the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan Banks. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars or Sterling, provided, that Swing Loans shall be made by Bank of America, up to an amount equal to its Swing Loan Commitment, and thereafter, at the Company’s election, by any of the other Swing Loan Banks up to an amount equal to such Lender’s Swing Loan Commitment; provided that the Dollar Equivalent of (i) the aggregate outstanding principal amount of all the Swing Loans shall not at any time exceed the Total Swing Loan Commitments and previously made or (ii) the Available Credit; provided, however, that at no time may the aggregate outstanding principal amount balance of all Swing Loans made by exceed $20,000,000; and provided, further, that each Swing Loan must be repaid in full within 10 days of its making or upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the Termination Date. In no event shall any Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such Lender. (c) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Swing Loan Bank and the aggregate Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (d) No Swing Loan Bank shall be obligated to make any Swing Loan or Revolving Credit Loan if the sum of outstanding Swing Loans and Revolving Credit Loans made or to be made by such Swing Bank and its aggregate participation in the Letter of Credit Undrawn Amounts and Reimbursement Obligations would exceed its Revolving Credit Commitment or if the Swing Loans made or to be made by such Swing Bank would exceed its Swing Commitment. Within the limits set forth in the first sentence of this Section 2.19, amounts prepaid pursuant to Section 2.7 may be reborrowed under this Section 2.19. The Company shall notify promptly the Administrative Agent by telecopier, in accordance with Section 11.2, upon any reduction in the aggregate outstanding principal amount of the Swing Loans. The Available Credit shall be reduced by the amount of any Swing Loan made and each Lender's Ratable Portion of the Available Credit shall be reduced by its Ratable Portion of such reduction. Conversely, the Available Credit shall be increased by the amount of any repayment of any Swing Loan and each Lender's Ratable Portion of the Available Credit shall be increased by its Ratable Portion of such repayment. (b) In order to request a Swing Loan, the Company shall telecopy to the Administrative Agent a duly completed request (a "Swing Loan Request"), to be received by the Administrative Agent not later than 1:00 P.M., New York City time, on the day of the proposed borrowing. The amount of each Swing Bank's Swing Loan will be the proportion of the amount requested which its Swing Commitment bears to the aggregate of the Swing Commitments of all Swing Banks on the date of receipt of the Swing Loan Request. The Administrative Agent shall promptly notify each Swing Bank of the details of the requested Swing Loan. Subject to the terms of this Agreement, each Swing Bank shall make its Swing Loan available to the Administrative Agent which will make such amounts available to the Company on the date of the relevant Swing Loan Request. (c) Each Swing Bank shall notify the Administrative Agent in writing (which may be by telecopy) weekly, by no later than 10:00 a.m. (New York City time) on the first Business Day of each week, of the aggregate principal amount of the Swing Loans then outstanding, and each Lender shall, at such times and in the manner provided in subsection (e) below, pay to the Administrative Agent, for the account of each Swing Bank, such Lender's Ratable Portion of such outstanding Swing Loans. (d) During the continuance of an Event of Default, a Swing Bank may demand that each Lender pay to the Administrative Agent, for the account of the Swing Bank, in the manner provided in subsection (e) below, such Lender's Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid. (e) The Administrative Agent shall forward each notice referred to in subsection (c) above and each demand referred to in subsection (d) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day or received on a day that is not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Lender's Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.3 shall have been satisfied, each Lender shall, before 11:00 a.m. (New York City time) on the Business Day next succeeding the date of such Lender's receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of such Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Loan to the Borrower. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Bank. To the extent that any Lender fails to make such payment available to the Administrative Agent for the account of the Swing Bank, the Company shall repay such Swing Loan on demand. (f) During the continuance of a Default under Section 8.1(f), each Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to subsection (e) above, which participation shall be in a principal amount equal to such Lender's Ratable Portion of such Swing Loan, by paying to the Swing Bank on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to subsection (e) above, in immediately available funds, an amount equal to such Lender's Ratable Portion of such Swing Loan. If such amount is not in fact made available by such Lender to the Swing Bank on such date, the Swing Bank shall be entitled to recover such amount on demand from such Lender together with interest accrued from such date at the Federal Funds Rate for three Business Days and thereafter at the rate of interest then applicable to Base Rate Loans. (g) From and after the date on which any Lender is at deemed to have made a Revolving Credit Loan pursuant to subsection (e) above with respect to any Swing Loan or purchases an undivided participation interest in a Swing Loan pursuant to subsection (f) above, a Swing Bank shall promptly distribute to such Lender such Lender's pro rata share of all payments of principal of and interest received by the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) Swing Bank on account of such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting other than those received from a Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect pursuant to Section 3.10(a)(iv2.19(d)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

The Swing Loans. (a) The Company may request each Swing Loan Bank to make, and each Swing Loan Bank agrees, subject to on the terms and conditions hereof including the provisions of limitation set forth in Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i) such the Swing Loan Bank’s Swing Loan Commitment, Commitments and (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate then Unused Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan BanksLoan. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars Euros or Sterling, provided, that the following provisions shall apply: (i) Multicurrency Swing Loans shall be made only by Bank of America, up to an amount equal to its the Multicurrency Swing Loan CommitmentBanks, and thereaftershall be made pro rata in accordance with their respective Multicurrency Swing Loan Commitments, at the Company’s election, by any of the and no other Swing Loan Banks up shall have any obligation to an amount equal to such Lender’s participate in any Swing Loan CommitmentBorrowing under this clause (b); provided that and THIRD AMENDED AND RESTATED CREDIT AGREEMENT (ii) the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Multicurrency Swing Loans shall not at any time exceed the Total Multicurrency Swing Loan Commitments. (c) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to utilize the Swing Loan Commitments by borrowing Swing Loans in Dollars, provided, that the following provisions shall apply: (i) any Swing Loans in Dollars shall be made only by the Dollar Swing Loan Banks, pro rata in accordance with their respective Dollar Swing Loan Commitments, and no other Swing Loan Banks shall have any obligation to participate in any Swing Loan Borrowing under this clause (c); and (ii) the aggregate outstanding principal amount of all Swing Loans made by denominated in Dollars shall not at any time exceed the aggregate Dollar Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such LenderCommitments. (cd) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Dollar Swing Loan Bank Commitments, the Multicurrency Swing Loan Commitments and the aggregate Unused Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (de) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

The Swing Loans. The Swing Loans shall be due and payable in full on the earlier of (ai) The Company may request the Settlement Date next succeeding the date of borrowing of such Swing Loan, (ii) demand by the Swing Bank, and (iii) the Maturity Date. In addition, the proceeds of any Revolving Loan made to the Borrowers shall first be used to repay any then outstanding Swing Loans. In the event that prior to the occurrence of an event described in clauses (g) or (h) of Section 8.1 hereof, the Swing Bank shall make demand for payment of all or any portion of the Swing Loans then outstanding, and on any Settlement Date, the Borrowers shall be deemed to have irrevocably requested a Base Rate Advance under the Revolving Loan Commitment in the amount of the Swing Loans then due and payable; provided, however, that the notice provisions otherwise applicable to Base Rate Advances shall not apply in such case. Each Lender shall pay its share of such Base Rate Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) hereof regardless of whether any Default or Event of Default (other than an Event of Default described in clauses (g) or (h) of Section 8.1 hereof) then exists or would be caused thereby. If at any time that any Swing Loans are outstanding, any of the events described in clauses (g) or (h) of Section 8.1 hereof shall have occurred, then each Lender shall, automatically upon the occurrence of any such event and without any action on the part of the Swing Loan Bank Bank, the Borrowers, the Administrative Agent or the Lenders, be deemed to makehave purchased an undivided participation in the principal and interest of all Swing Loans then outstanding in an amount equal to such Lender's Revolving Commitment Ratio, and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent for the account of the Swing Loan Bank, in immediately available funds, the amount of such Lender's participation (and upon receipt thereof, the Swing Bank agrees, shall deliver to such Lender a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the purchase of a participation hereunder shall be subject to the terms and conditions hereof including the provisions of Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i2.2(e) such Swing Loan Bank’s Swing Loan Commitment, (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan Bankshereof. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars or Sterling, provided, that Swing Loans shall be made by Bank of America, up to an amount equal to its Swing Loan Commitment, and thereafter, at the Company’s election, by any of the other Swing Loan Banks up to an amount equal to such Lender’s Swing Loan Commitment; provided that the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Swing Loans shall not at any time exceed the Total Swing Loan Commitments and (ii) the aggregate outstanding principal amount of all Swing Loans made by any Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such Lender. (c) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Swing Loan Bank and the aggregate Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (d) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

The Swing Loans. (a) The Company may request each Swing Loan Bank to make, and each Swing Loan Bank agrees, subject to the terms and conditions hereof including the provisions of Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i) such Swing Loan Bank’s Swing Loan Commitment, Commitment and (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan Banks.. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars or Sterling, provided, that the following provisions shall apply: (i) Multicurrency Swing Loans shall be made by Bank of America, up to an amount equal to its Multicurrency Swing Loan Commitment, and thereafter, at the Company’s election, by any of the other Multicurrency Swing Loan Banks up to an amount equal to such Lender’s Multicurrency Swing Loan Commitment; provided that and (ii) the Dollar Equivalent of (x) the aggregate outstanding principal amount of all Multicurrency Swing Loans shall not at any time exceed the Total Multicurrency Swing Loan Commitments and (y) the aggregate outstanding principal amount of all Multicurrency Swing Loans made by any Multicurrency Swing Loan Bank shall not exceed such Lender’s Multicurrency Swing Loan Commitment. (c) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Dollars, provided, that the following provisions shall apply: (i) Swing Loans in Dollars shall be made by Bank of America, up to an amount equal to its Dollar Swing Loan Commitment, and thereafter, at the Company’s election, by any of the other Dollar Swing Loan Banks up to an amount equal to such Lender’s Dollar Swing Loan Commitment; and (ii) (x) the aggregate outstanding principal amount of all Swing Loans denominated in Dollars shall not at any time exceed the Total Dollar Swing Loan Commitments and (iiy) the aggregate outstanding principal amount of all Swing Loans denominated in Dollars made by any Dollar Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Dollar Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such LenderCommitment. (cd) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Dollar Swing Loan Bank Commitments, the Multicurrency Swing Loan Commitments and the aggregate Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (de) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

The Swing Loans. (a) The Company may request each Swing Loan Bank to make, and each Swing Loan Bank agrees, subject to the terms and conditions hereof including the provisions of Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i) such Swing Loan Bank’s Swing Loan Commitment, (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan Banks. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars or Sterling, provided, that Swing Loans shall be made by Bank of America, up to an amount equal to its Swing Loan Commitment, and thereafter, at the Company’s election, by any of the other Swing Loan Banks up to an amount equal to such Lender’s Swing Loan Commitment; provided that the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Swing Loans shall not at any time exceed the Total Swing Loan Commitments and (ii) the aggregate outstanding principal amount of all Swing Loans made by any Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such Lender. (c) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Swing Loan Bank and the aggregate Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03.. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (d) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

The Swing Loans. (a) The Company may request each Swing Loan Bank to make, and each Swing Loan Bank agrees, subject to the terms and conditions hereof including the provisions of Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i) such Swing Loan Bank’s Swing Loan Commitment, (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan Banks. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars or Sterling, provided, that Swing Loans shall be made by Bank of America, up to an amount equal to its Swing Loan Commitment, and thereafter, at the Company’s election, by any of the other Swing Loan Banks up to an amount equal to such Lender’s Swing Loan Commitment; provided that the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Swing Loans shall not at any time exceed the Total Swing Loan Commitments and (ii) the aggregate outstanding principal amount of all Swing Loans FIFTH AMENDED AND RESTATED CREDIT AGREEMENT made by any Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such Lender. (c) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Swing Loan Bank and the aggregate Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (d) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

The Swing Loans. (a) The Company may request each Swing Loan Bank to make, and each Swing Loan Bank agrees, subject to on the terms and conditions hereof including the provisions of limitation set forth in Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i) such the Swing Loan Bank’s Swing Loan Commitment, Commitments and (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate then Unused Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandingsprovided, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the that if any such Swing Loan Outstandings attributable to Swing Loans is denominated in Swiss Francs or Sterling, the determination made by in this clause (ii) shall be made based upon the other Swing Loan BanksUnused Commitments of the Swiss Franc/Sterling Lenders only). (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars Swiss Francs or Sterling, provided, that the following provisions shall apply: (i) Swing Loans denominated in Euros, Swiss Francs or Sterling shall be made only by Bank of America, up to an amount equal to its the Multicurrency Swing Loan CommitmentBanks, and thereaftershall be made pro rata in accordance with their respective Multicurrency Swing Loan Commitments, at the Company’s election, by any of the and no other Swing Loan Banks up shall have any obligation to an amount equal to such Lender’s participate in any Swing Loan CommitmentBorrowing under this clause (b); provided that and (ii) the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Swing Loans denominated in Euros, Swiss Francs and Sterling shall not at any time exceed the Total Multicurrency Swing Loan Commitments. (c) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to utilize the Swing Loan Commitments by borrowing Swing Loans in Dollars, provided, that the following provisions shall apply: (i) any Swing Loans in Dollars shall be made only by the Dollar Swing Loan Banks, pro rata in accordance with their respective Dollar Swing Loan Commitments, and no other Swing Loan Banks shall have any obligation to participate in any Swing Loan Borrowing under this clause (c); and (ii) the aggregate outstanding principal amount of all Swing Loans made by denominated in Dollars shall not at any time exceed the aggregate Dollar Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such LenderCommitments. (cd) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Dollar Swing Loan Bank Commitments, the Multicurrency Swing Loan Commitments and the aggregate Unused Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (d) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

The Swing Loans. (a) The Company may request each Swing Loan Bank to make, and each Swing Loan Bank agrees, subject to on the terms and conditions hereof including the provisions of limitation set forth in Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days 60 days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i) such the Swing Loan Bank’s Swing Loan Commitment, Commitments and (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate then Unused Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandingsprovided, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the that if any such Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan Banks. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans is denominated in Euros, Canadian Dollars Swiss Francs or Sterling, provided, that Swing Loans the determination made in this clause (ii) shall be made by Bank of America, up to an amount equal to its Swing Loan Commitment, and thereafter, at based upon the Company’s election, by any Unused Commitments of the other Swing Loan Banks up to an amount equal to such Lender’s Swing Loan Commitment; provided that the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Swing Loans shall not at any time exceed the Total Swing Loan Commitments and (ii) the aggregate outstanding principal amount of all Swing Loans made by any Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such Lender. (c) Swiss Franc/Sterling Lenders only). Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Swing Loan Bank Commitments and the aggregate Unused Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03. (db) No The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Swiss Francs or Sterling, provided, that the following provisions shall apply: (i) Swing Loans denominated in Euros, Swiss Francs or Sterling shall be made only by the Multicurrency Swing Loan Bank Banks, and shall be obligated made pro rata in accordance with their respective Multicurrency Swing Loan Commitments, and no other Swing Loan Banks shall have any obligation to make participate in any Swing Loan if Borrowing under this clause (b); and (ii) the Dollar Equivalent of the aggregate outstanding principal amount of all Swing Loans denominated in Euros, Swiss Francs and Sterling shall not at any Lender is at time exceed the time a Defaulting Lender Total Multicurrency Swing Loan Commitments. (c) The Borrowers shall be entitled, on and after giving effect subject to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues terms and conditions hereof, to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either utilize the Swing Loan then proposed to Commitments by borrowing Swing Loans in Dollars, provided, that the following provisions shall apply: (i) any Swing Loans in Dollars shall be made or that only by the Dollar Swing Loan Banks, pro rata in accordance with their respective Dollar Swing Loan Commitments, and all no other Swing Loan Outstandings as Banks shall have any obligation to which such participate in any Swing Loan Bank has actual Borrowing under this clause (c); and (ii) the aggregate outstanding Swing Loans denominated in Dollars shall not at any time exceed the aggregate Dollar Swing Loan Commitments. (d) Within the limits of the Swing Loan Commitments, the Dollar Swing Loan Commitments, the Multicurrency Swing Loan Commitments and the Unused Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or potential Fronting Exposure, as it may elect in its sole discretionprepay pursuant to Section 2.10 and reborrow under this Section 2.03.

The Swing Loans. (a) The Company may request each Swing Loan Bank to make, and each Swing Loan Bank agrees, subject to on the terms and conditions hereof including the provisions of limitation set forth in Section 2.01(b), to make Swing Loans to any Borrower from time to time on any Business Day during the period from the date of the initial Borrowing until 15 Business Days before the then scheduled Termination Date of such Swing Loan Bank in an aggregate amount as to all Borrowers not to exceed at any time outstanding an amount equal to the lesser of (i) such the Swing Loan Bank’s Swing Loan Commitment, Commitments and (ii) the sum of (x) such Swing Loan Bank’s Commitment minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, and (3) the Swing Loan Outstandings, in each case, attributable to such Lender and (iii) the sum of (x) the aggregate then Unused Commitments of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan minus (y) the sum of (1) the Revolving Loan Outstandings, (2) the Letter of Credit Outstandings, (3) the Competitive Bid Loan Outstandings, and (4) the Swing Loan Outstandings attributable to Swing Loans made by the other Swing Loan BanksLoan. (b) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to borrow Swing Loans in Euros, Canadian Dollars Euros or Sterling, provided, that the following provisions shall apply: (i) Multicurrency Swing Loans shall be made only by Bank of America, up to an amount equal to its the Multicurrency Swing Loan CommitmentBanks, and thereaftershall be made pro rata in accordance with their respective Multicurrency Swing Loan Commitments, at the Company’s election, by any of the and no other Swing Loan Banks up shall have any obligation to an amount equal to such Lender’s participate in any Swing Loan CommitmentBorrowing under this clause (b); provided that and (ii) the Dollar Equivalent of (i) the aggregate outstanding principal amount of all Multicurrency Swing Loans shall not at any time exceed the Total Multicurrency Swing Loan Commitments. (c) The Borrowers shall be entitled, on and subject to the terms and conditions hereof, to utilize the Swing Loan Commitments by borrowing Swing Loans in Dollars, provided, that the following provisions shall apply: (i) any Swing Loans in Dollars shall be made only by the Dollar Swing Loan Banks, pro rata in accordance with their respective Dollar Swing Loan Commitments, and no other Swing Loan Banks shall have any obligation to participate in any Swing Loan Borrowing under this clause (c); and (ii) the aggregate outstanding principal amount of all Swing Loans made by denominated in Dollars shall not at any time exceed the aggregate Dollar Swing Loan Bank shall not exceed the lesser of (x) such Lender’s Swing Loan Commitment and (y) the sum of (1) such Lender’s Commitment minus (2) the sum of (A) the Revolving Loan Outstandings, (B) the Letter of Credit Outstandings and (C) the Swing Loan Outstandings, in each case, attributable to such LenderCommitments. (cd) Within the limits of the Swing Loan Commitments, the Commitment of each Lender that is a Dollar Swing Loan Bank Commitments, the Multicurrency Swing Loan Commitments and the aggregate Unused Commitments as aforesaid, each Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.03.. SECOND AMENDED AND RESTATED CREDIT AGREEMENT (de) No Swing Loan Bank shall be obligated to make any Swing Loan if any Lender is at the time a Defaulting Lender and after giving effect to the reallocation under Section 3.10(a)(iv) such Swing Loan Bank continues to have actual or potential Fronting Exposure to such Defaulting Lender, unless such Swing Loan Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Swing Loan Bank (in its sole discretion) with the Company or such Defaulting Lender to eliminate such Swing Loan Bank’s actual or potential Fronting Exposure (after giving effect to Section 3.10(a)(iv)) with respect to such Defaulting Lender arising from either the Swing Loan then proposed to be made or that Swing Loan and all other Swing Loan Outstandings as to which such Swing Loan Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.