Common use of Swing Line Commitments Clause in Contracts

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date each Swing Line Lender severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros (except with respect to Swing Line Loans under the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding (each of the foregoing individually, a “Swing Line Loan”; collectively the “Swing Line Loans”), which Swing Line Loans may be borrowed under any of the Facility A-1 Commitments, Facility A-2 Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided that, after giving effect to the making of such Swing Line Loans, the aggregate principal amount of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line Loans) made under any Revolving Facility (including the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $100,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A-1 Revolving Extensions of Credit shall not exceed the Facility A-1 Commitments, the Aggregate Facility A-2 Revolving Extensions of Credit shall not exceed the Facility A-2 Commitments, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. All Swing Line Loans shall be made on terms agreed upon by the relevant Swing Line Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice may be made by telephone and confirmed in writing promptly thereafter) and must be received by the Administrative Agent at or prior to 1:00 P.M., New York City time, on the requested Borrowing Date), specifying the amount of each requested Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by the Borrower or applicable Regular Subsidiary Borrower and the relevant Swing Line Lender, and the Revolving Facility under which it is to be borrowed. In giving irrevocable notice, the Borrower or the applicable Regular Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more Swing Line Loans in the relevant currency. Upon such notice, the Administrative Agent shall promptly notify each applicable Swing Line Lender thereof. Each Swing Line Lender which has been designated by the Borrower or the applicable Regular Subsidiary Borrower in its irrevocable notice shall make the amount of its ratable share of each borrowing in the currency requested available to the Borrower or applicable Regular Subsidiary Borrower in the manner directed by the Administrative Agent on the requested Borrowing Date.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date each Swing Line Lender severally (but not jointly) agrees to make short-term funding loans, which may be 46 40 designated in the Borrowing Notice in the form of Exhibit F-1 in respect thereof as (i) based on the Tranche A Borrowing Base of the applicable Borrower ("TRANCHE A SWING LINE LOANS"), (ii) based on the Servicing Advance Portion of the applicable Borrower's Tranche B Borrowing Base ("TRANCHE B SWING LINE ADVANCE LOANS"), and/or (iii) based on the Servicing Portfolio Portion of the applicable Borrower's Tranche B Borrowing Base ("TRANCHE B SWING LINE PORTFOLIO LOANS"; together with the Tranche B Swing Line Loans in Dollars or euros (except with respect Advance Loans, the "TRANCHE B SWING LINE LOANS"), to Swing Line Loans under each Borrower from time to time during the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower Commitment Period in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding (each of the foregoing individually, a “not to exceed such Swing Line Loan”; collectively the “Lender's Swing Line Loans”)Commitment; PROVIDED, which that no Swing Line Loans may be borrowed under any of the Facility A-1 Commitments, Facility A-2 Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided thatmade if, after giving effect to the making of such Swing Line Loansthereto, (A) the aggregate principal amount outstanding Principal Amount of all Loans would exceed the Tranche A Commitment Amount plus the Tranche B Commitment Amount, (B) the aggregate outstanding Principal Amount of Swing Line Loans (including of any Sterling Swing Line Lender would exceed such Swing Line Lender's Swing Line Commitment, (C) the aggregate outstanding principal amount of all Tranche B Loans, Australian Dollar Tranche B CAF Advances and Tranche B Swing Line Loans and Canadian Dollar Swing Line Loans) made under any Revolving Facility (including the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $100,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A-1 Revolving Extensions of Credit shall not would exceed the Facility A-1 CommitmentsTranche B Commitment Amount, (D) the Aggregate Facility A-2 Revolving Extensions aggregate outstanding Principal Amount of Credit shall not exceed the Facility A-2 Commitmentsall Tranche A Loans, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments Tranche A CAF Advances and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. All Tranche A Swing Line Loans shall be made on terms agreed upon by to HomeSide would exceed the relevant Swing Line Lender HomeSide Tranche A Borrowing Base, (E) the aggregate outstanding Principal Amount of all Tranche A Loans, Tranche A CAF Advances and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice may be made by telephone and confirmed in writing promptly thereafter) and must be received by the Administrative Agent at or prior to 1:00 P.M., New York City time, on the requested Borrowing Date), specifying the amount of each requested Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by the Borrower or applicable Regular Subsidiary Borrower and the relevant Swing Line Lender, and the Revolving Facility under which it is to be borrowed. In giving irrevocable notice, the Borrower or the applicable Regular Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more Tranche A Swing Line Loans in made to HonoMo would exceed the relevant currency. Upon such noticeHonoMo Tranche A Borrowing Base, (F) the Administrative Agent shall promptly notify each applicable aggregate outstanding Principal Amount of all Tranche B Advance Loans, Tranche B CAF Advances and Tranche B Swing Line Lender thereof. Each Advance Loans made to HomeSide would exceed the Servicing Advance Portion of the HomeSide Tranche B Borrowing Base, (G) the aggregate outstanding Principal Amount of all Tranche B Advance Loans, Tranche B CAF Advances and Tranche B Swing Line Lender which has been designated by Advance Loans made to HonoMo would exceed the Borrower Servicing Advance Portion of the HonoMo Tranche B Borrowing Base, (H) the aggregate outstanding Principal Amount of all Tranche B Portfolio Loans and Tranche B Swing Line Portfolio Loans made to HomeSide would exceed the Servicing Portfolio Portion of the HomeSide Tranche B Borrowing Base, (I) the aggregate outstanding Principal Amount of all Tranche B Portfolio Loans and Tranche B Swing Line Portfolio Loans made to HonoMo would exceed the Servicing Portfolio Portion of the HonoMo Tranche B Borrowing Base, (J) the aggregate outstanding Principal Amount of all Tranche A Loans, Tranche A CAF Advances and Tranche A Swing Line Loans made to HonoMo would exceed the HonoMo Tranche A Sublimit or (K) the applicable Regular Subsidiary Borrower in its irrevocable notice shall make aggregate outstanding Principal Amount of all Tranche B Loans, Tranche B CAF Advances and Tranche B Swing Line Loans made to HonoMo would exceed the amount of its ratable share of each borrowing in the currency requested available to the Borrower or applicable Regular Subsidiary Borrower in the manner directed by the Administrative Agent on the requested Borrowing DateHonoMo Tranche B Sublimit.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the U.S. Swing Line Lender agrees to make swing line loans (individually, a “U.S. Swing Line Loan”; collectively, the “U.S. Swing Line Loans”) to any U.S. Borrower from time to time prior to during the Revolving Credit Termination Date each Swing Line Lender severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros (except with respect to Swing Line Loans under the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower Commitment Period in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding not to exceed $75,000,000; provided that the U.S. Swing Line Lender shall not make any U.S. Swing Line Loans if, after doing so, the Aggregate Tranche A U.S. Facility Lender Exposure would exceed the Aggregate Tranche A U.S. Facility Commitment or the Aggregate Tranche A U.S. Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B). Subject to the terms and conditions hereof, the Canadian Swing Line Lender agrees to make swing line loans (each of the foregoing individually, a “Canadian Swing Line Loan”; collectively collectively, the “Canadian Swing Line Loans”), which ) to the Canadian Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that the Canadian Swing Line Lender shall not make any Canadian Swing Line Loans if, after doing so, (i) the Aggregate Tranche A Canadian Facility Lender Exposure would exceed the Aggregate Tranche A Canadian Facility Commitment or (ii) the Aggregate Tranche A Canadian Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(b)(i)(B). Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be borrowed under repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans (x) made to any U.S. Borrower shall be made in Dollars and (y) made to Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans and. Swing Line Loans shall not be entitled to be converted into Eurocurrency Loans. The or BA Equivalent Loans. In the case of the Facility A-1 Commitments, Facility A-2 Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided that, after giving effect to the making of such U.S. Swing Line Loans, the aggregate principal amount Borrower Representative (on behalf of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line LoansU.S. Borrower) made under any Revolving Facility (including shall give the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $100,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A-1 Revolving Extensions of Credit shall not exceed the Facility A-1 Commitments, the Aggregate Facility A-2 Revolving Extensions of Credit shall not exceed the Facility A-2 Commitments, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. All Swing Line Loans shall be made on terms agreed upon by the relevant U.S. Swing Line Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice may be made by telephone and confirmed in writing promptly thereafter) and must be received by the Administrative Agent at or U.S. Swing Line Lender prior to 1:00 3:00 P.M., New York City time, ) on the requested Borrowing Date), Date specifying (1) the identity of the U.S. Borrower and (2) the amount of each the requested U.S. Swing Line Loan, which shall be greater than or equal to in a minimum amount to be agreed upon by of $100,000.00 or whole multiples of $50,000.00 in excess thereof. TheIn the Borrower or applicable Regular Subsidiary Borrower and the relevant case of Canadian Swing Line Lender, and the Revolving Facility under which it is to be borrowed. In giving irrevocable noticeLoans, the Borrower or Representative (on behalf of the applicable Regular Subsidiary Borrower Canadian Borrower) shall designate, at its option, one or two give the Canadian Swing Line Lenders Lender irrevocable notice (which notice must be received by the Canadian Swing Line Lender prior to make one 12:30 P.M., New York City time) on the requested Borrowing Date specifying the amount of the requested Canadian Swing Line Loan, which shall be in a minimum amount of $100,000.00 or more whole multiples of $50,000.00 in excess thereof (or, in the case of Canadian Swing Line Loans denominated in the relevant currencyCanadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof). Upon such noticeIn each case, the Administrative Agent shall promptly notify each proceeds of the Swing Line Loan will be made available by the applicable Swing Line Lender thereof. Each to the U.S. Borrower identified in such notice at an office of the applicable Swing Line Lender which has been designated by the Borrower or the applicable Regular Subsidiary Borrower in its irrevocable notice shall make the amount of its ratable share of each borrowing in the currency requested available wire transfer to the account of such U.S. Borrower or applicable Regular Subsidiary Borrower specified in the manner directed by the Administrative Agent on the requested Borrowing Datesuch notice.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date each Swing Line Lender severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros swing line loans (except with respect to Swing Line Loans under the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding (each of the foregoing individually, a “Swing Line Loan”; collectively collectively, the “Swing Line Loans”), which ) from time to time during the Commitment Period (i) to any U.S. Borrower in an aggregate principal amount at any one time outstanding not to exceed $75,000,000 and (ii) to the Canadian Borrower in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that the Swing Line Lender shall not make any Swing Line Loans if, after doing so, the Aggregate Tranche A Lender Exposure would exceed the Aggregate Tranche A Commitment or the Aggregate Tranche A Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B) and, with respect to the Canadian Borrower, subsection 2.1(a)(ii). Amounts borrowed by any Borrower under this subsection 2.4 may be borrowed under repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans (x) made to any of the Facility A-1 Commitments, Facility A-2 Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided that, after giving effect U.S. Borrower shall be made in Dollars as ABR Loans and (y) made to the making Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans. Swing Line Loans shall not be entitled to be converted into EurocurrencyTerm SOFR Loans or BA Equivalent Loans. In the case of such Swing Line Loans, the aggregate principal amount Borrower Representative (on behalf of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line LoansBorrower) made under any Revolving Facility (including shall give the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $100,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A-1 Revolving Extensions of Credit shall not exceed the Facility A-1 Commitments, the Aggregate Facility A-2 Revolving Extensions of Credit shall not exceed the Facility A-2 Commitments, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. All Swing Line Loans shall be made on terms agreed upon by the relevant Swing Line Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice may be made by telephone and confirmed in writing promptly thereafter) and must be received by the Administrative Agent at or Swing Line Lender prior to (x) in the case of Swing Line Loans made to any U.S. Borrower, 2:00 P.M., New York City time and (y) in the case of Swing Line Loans made to the Canadian Borrower, 1:00 P.M., New York City time, ) on the requested Borrowing Date), Date specifying (1) the identity of the Borrower and (2) the amount of each the requested Swing Line Loan, which shall be greater than or equal to in a minimum amount to be agreed upon by of $100,000.00 or whole multiples of $50,000.00 in excess thereof (or, in the Borrower or applicable Regular Subsidiary Borrower and the relevant Swing Line Lender, and the Revolving Facility under which it is to be borrowed. In giving irrevocable notice, the Borrower or the applicable Regular Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more case of Swing Line Loans denominated in the relevant currencyCanadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof). Upon such noticeIn each case, the Administrative Agent shall promptly notify each proceeds of the Swing Line Loan will be made available by the applicable Swing Line Lender thereof. Each to the Borrower identified in such notice at an office of the applicable Swing Line Lender which has been designated by the Borrower or the applicable Regular Subsidiary Borrower in its irrevocable notice shall make the amount of its ratable share of each borrowing in the currency requested available wire transfer to the account of such Borrower or applicable Regular Subsidiary Borrower specified in the manner directed by the Administrative Agent on the requested Borrowing Datesuch notice.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date each Swing Line Lender severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros swing line loans (except with respect to Swing Line Loans under the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding (each of the foregoing individually, a “Swing Line Loan”; collectively collectively, the “Swing Line Loans”), which ) from time to time during the Commitment Period (i) to any U.S. Borrower in an aggregate principal amount at any one time outstanding not to exceed $75,000,000 and (ii) to the Canadian Borrower in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that the Swing Line Lender shall not make any Swing Line Loans if, after doing so, the Aggregate Tranche A Lender Exposure would exceed the Aggregate Tranche A Commitment or the Aggregate Tranche A Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B) and, with respect to the Canadian Borrower, subsection 2.1(a)(ii). Amounts borrowed by any Borrower under this subsection 2.4 may be borrowed under repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans (x) made to any of the Facility A-1 Commitments, Facility A-2 Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided that, after giving effect U.S. Borrower shall be made in Dollars as ABR Loans and (y) made to the making Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans. Swing Line Loans shall not be entitled to be converted into Eurocurrency Loans or BA Equivalent Loans. In the case of such Swing Line Loans, the aggregate principal amount Borrower Representative (on behalf of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line LoansBorrower) made under any Revolving Facility (including shall give the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $100,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A-1 Revolving Extensions of Credit shall not exceed the Facility A-1 Commitments, the Aggregate Facility A-2 Revolving Extensions of Credit shall not exceed the Facility A-2 Commitments, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. All Swing Line Loans shall be made on terms agreed upon by the relevant Swing Line Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice may be made by telephone and confirmed in writing promptly thereafter) and must be received by the Administrative Agent at or Swing Line Lender prior to (x) in the case of Swing Line Loans made to any U.S. Borrower, 2:00 P.M., New York City time and (y) in the case of Swing Line Loans made to the Canadian Borrower, 1:00 P.M., New York City time, ) on the requested Borrowing Date), Date specifying (1) the identity of the Borrower and (2) the amount of each the requested Swing Line Loan, which shall be greater than or equal to in a minimum amount to be agreed upon by of $100,000.00 or whole multiples of $50,000.00 in excess thereof (or, in the Borrower or applicable Regular Subsidiary Borrower and the relevant Swing Line Lender, and the Revolving Facility under which it is to be borrowed. In giving irrevocable notice, the Borrower or the applicable Regular Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more case of Swing Line Loans denominated in the relevant currencyCanadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof). Upon such noticeIn each case, the Administrative Agent shall promptly notify each proceeds of the Swing Line Loan will be made available by the applicable Swing Line Lender thereof. Each to the Borrower identified in such notice at an office of the applicable Swing Line Lender which has been designated by the Borrower or the applicable Regular Subsidiary Borrower in its irrevocable notice shall make the amount of its ratable share of each borrowing in the currency requested available wire transfer to the account of such Borrower or applicable Regular Subsidiary Borrower specified in the manner directed by the Administrative Agent on the requested Borrowing Datesuch notice.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date and to the Borrower or any Regular Subsidiary Borrower (i) each Swing Line Lender severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros (except with respect to Swing Line Loans under the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower in an aggregate principal amount not to exceed $75,000,000 30,000,000 at any one time outstanding (each of the foregoing individually, a “"Swing Line Loan”"; collectively the “"Swing Line Loans”"), which Swing Line Loans may be borrowed under any of the Facility A-1 Commitments, Facility A-2 A Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided that, after giving effect to the making of such Swing Line Loans, the aggregate principal amount of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line Loans) made under any Revolving Facility (including the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $100,000,000 80,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A-1 A Revolving Extensions of Credit shall not exceed the Facility A-1 Commitments, the Aggregate Facility A-2 Revolving Extensions of Credit shall not exceed the Facility A-2 A Commitments, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, Commitments and the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. All Swing Line Loans in Dollars shall be made as ABR Loans and Swing Line Loans in euros shall be made on terms agreed upon by the relevant Swing Line Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice may be made by telephone and confirmed in writing promptly thereafter) and must be received by the Administrative Agent at or prior to 1:00 P.M., New York City time, on the requested Borrowing Date), specifying the amount of each requested Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by the Borrower or applicable Regular Subsidiary Borrower and the relevant Swing Line Lender, and the Revolving Facility under which it is to be borrowed. In giving irrevocable notice, the Borrower or the applicable Regular Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more Swing Line Loans in the relevant currency. Upon such notice, the Administrative Agent shall promptly notify each applicable Swing Line Lender thereof. Each Swing Line Lender which has been designated by the Borrower or the applicable Regular Subsidiary Borrower in its irrevocable notice shall make the amount of its ratable share of each borrowing in the currency requested available to the Borrower or applicable Regular Subsidiary Borrower in the manner directed by the Administrative Agent on the requested Borrowing Date.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date each Swing Line Lender severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros swing line loans (except with respect to Swing Line Loans under the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding (each of the foregoing individually, a “Swing Line Loan”; collectively collectively, the “Swing Line Loans”), which Swing Line Loans may be borrowed under any of the Facility A-1 Commitments, Facility A-2 Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided that, after giving effect ) (i) to the making of such Swing Line Loans, Parent Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line Loans) made under any Revolving Facility (including the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not to exceed $10,000,000 and (ii) to Pickfords (to the extent its status as a Foreign Subsidiary Borrower is effective) from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which does not exceed $100,000,000 or 5,000,000, provided that at no time may the Non-sum of the then outstanding Swing Line Loans, Revolving Credit Loans (including, without limitation, in the case of Revolving Credit Loans and Swing Line Loans then outstanding in any Designated Foreign Currency, the Dollar Currency Equivalent thereof of the aggregate principal amount thereof), Permitted Receivables Transaction Prepayment Amount and the Aggregate Facility A-1 Revolving Extensions of Credit shall not L/C Obligations exceed the Facility A-1 CommitmentsRevolving Credit Commitments then in effect. Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but excluding the Aggregate Facility A-2 Revolving Extensions of Credit shall not exceed the Facility A-2 CommitmentsTermination Date, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitmentsreborrowed. All Swing Line Loans made to the Parent Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans or Swing Line Foreign Currency Loans. All Swing Line Loans made to Pickfords shall be made in any Designated Foreign Currency selected by Pickfords, shall be Swing Line Foreign Currency Loans and shall not be entitled to be converted into Eurocurrency Loans or ABR Loans. The Parent Borrower (on terms agreed upon by behalf of itself or Pickfords, as the relevant case may be) shall give the Swing Line Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice may be made by telephone and confirmed in writing promptly thereafter) and must be received by the Administrative Agent at or Swing Line Lender prior to 1:00 P.M.(x) 12:00 Noon, New York City time, in the case of any Swing Line Loan to the Parent Borrower, and (y) 11:00 A.M., London time, in the case of any Swing Line Loan to Pickfords) on the requested Borrowing Date)Date specifying (1) the identity of the Borrower, specifying (2) if the Borrower is Pickfords, the Designated Foreign Currency of such Swing Line Loan and the Interest Period to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”, and (3) the amount of each the requested Swing Line Loan, which shall be greater than or equal to in a minimum amount to be agreed upon by of (or, in the Borrower or applicable Regular Subsidiary Borrower and the relevant Swing Line Lender, and the Revolving Facility under which it is to be borrowed. In giving irrevocable notice, the Borrower or the applicable Regular Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more case of Swing Line Loans in the relevant currency. Upon such noticeto Pickfords, the Administrative Agent Dollar Equivalent of the principal amount thereof shall promptly notify each applicable be in an amount equal to) $500,000 or whole multiples of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender thereof. Each to the Borrower identified in such notice at an office of the Swing Line Lender which has been designated by crediting the account of such Borrower or the applicable Regular Subsidiary Borrower at such office with such proceeds in its irrevocable notice shall make the amount of its ratable share of each borrowing Dollars (in the currency requested available to case of the Borrower Parent Borrower) or applicable Regular Subsidiary Borrower in the manner directed by Designated Foreign Currency specified in such notice (in the Administrative Agent on the requested Borrowing Datecase of Pickfords).