Common use of The Swing Line Clause in Contracts

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Revolving Proportionate Share times the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Closing Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Revolving Proportionate Share times the amount of such Swing Line Loan.

The Swing Line. On (i) Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day (other than the Closing Date) during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Credit Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the aggregate Effective Dollar Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Revolving Credit Lender), plus such LenderXxxxxx’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Dollar Amount of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Credit Commitment, and provided, further, ; provided further that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 an unfunded risk participation in such Swing Line Loan in an amount equal to the product of such LenderXxxxxx’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to 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”) in Dollars to the Borrowers Borrower from time to time in U.S. Dollars on any Business Day during the period from the Funding Date Availability Period with respect to the date ten days prior to Original Revolving Credit Facility (or, in the Swing Line Lender’s sole discretion, during the Availability Period for any later maturing Revolving Loan Maturity Date Credit Facility) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Credit Outstandings shall not exceed the Total aggregate amount of the Revolving Loan Commitment Credit Lenders’ Revolving Credit Commitments at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender (other than the Swing Line Lender)at such time, plus such Revolving Credit Lender’s Applicable Revolving Proportionate Share Credit Percentage of the Effective Outstanding Amount of all L/C ObligationsObligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Proportionate Share Credit Percentage of the Effective Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Proportionate Share Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole and absolute discretion make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Company from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan CommitmentCommitment in its capacity as a Revolving Lender; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment of the Swing Line Lender and (iii) the aggregate Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Lender), plus such Revolving Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Commitment. The Swing Line is a discretionary, uncommitted facility and provided, further, that the Swing Line Lender shall not make may terminate or suspend the Swing Line at any time in its sole discretion upon notice to the Company which notice may be given by the Swing Line Lender before or after the Company requests a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.04hereunder. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth hereinherein and in the sole discretion of the Swing Line Lender, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day (other than the Closing Date) during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Credit Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Revolving Credit Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Credit Commitment, and provided, further, ; provided further that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 an unfunded risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share times and the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Closing Date to until the date ten days which is one (1) Business Day prior to the Revolving Loan Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such the Swing Line Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Total aggregate Participating Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Participating Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Revolving Share of the Outstanding Amount of Revolving Loans and L/C - BA Obligations of the Revolving Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Lender’s Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Lender), plus such Revolving Lender’s Pro Rata Revolving Proportionate Share of the Effective Outstanding Amount of all L/C - BA Obligations, plus such Revolving Lender’s Pro Rata Revolving Proportionate Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.072.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Revolving Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Proportionate Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars to the Borrowers (on a joint and several basis) (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Closing Date to until the date ten days which is one (1) Business Day prior to the Revolving Loan Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such the Swing Line Lender’s Revolving Loan Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Exposure under such Participating Revolving Credit Commitments shall not DOC ID - 36220401.1 exceed the Total aggregate Participating Revolving Loan Commitment at such timeCredit Commitments then in effect, and (ii) the aggregate Effective Amount of the Revolving Loans Exposure of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans ) shall not exceed such Lender’s Participating Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender Borrowers shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.072.12, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth hereinherein and in reliance upon the agreements of the other Revolving Loan Lenders set forth in this Section 2.04, the Swing Line Lender agrees to may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving Loan Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Loan Lender’s Revolving Loan Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the aggregate Effective Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Loan Lender), plus such Revolving Loan Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Loan Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Loan Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender Borrowers shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Loan Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Citizens, in its capacity as Swing Line Lender Lender, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Closing Date to and until the date ten days prior to Maturity Date of the Revolving Loan Maturity Date Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that prior to giving effect to the participation by the other Revolving Credit Lenders of such Swing Line Loans pursuant to the last sentence of this paragraph, such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s Revolving Loan Credit Commitment; provided, howeverthat, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure shall not exceed the Total aggregate Revolving Loan Commitment at such time, Credit Commitments and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Fourth Restatement Effective Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Total Lender Risk Participation shall not exceed such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Total Revolving Loan Commitment, and provided, further, that (x) the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line LoanLoan and (y) the Borrowers shall be entitled to no more than five (5) Swing Line Loans in any month. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Swing Line Risk Participation with respect to such Swing Line Loan. If there at any time exists a Defaulting Lender, unless such Lender’s Revolving Proportionate Share times Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a), before making any Swing Line Loans, the amount Swing Line Lender may condition the provision of such Swing Line LoanLoans on its entering into arrangements satisfactory to the Swing Line Lender with the Borrowers or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make consider in its sole and absolute discretion making loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Committed Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share 's Applicable Percentage of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share 's Applicable Percentage of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan 's Commitment. The Swing Line is a discretionary, uncommitted facility and provided, further, that Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to Borrower which notice may be given by Swing Line Lender shall not make any before or after Borrower requests a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.04hereunder. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Revolving Proportionate Share 's Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “"Swing Line Loan”") in Dollars Dollars, to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior April 24, 2002 to the Revolving Loan Credit Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective aggregate Outstanding Amount of Revolving Loans and Pro Rata Revolving Share of L/C Obligations of the Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s 's Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s 's Pro Rata Revolving Proportionate Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s 's Pro Rata Revolving Proportionate Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.072.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s 's Pro Rata Revolving Proportionate Share times the amount of such the Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”"SWING LINE LOAN") in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Restatement Effective Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan 's Commitment; providedPROVIDED, howeverHOWEVER, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such timeCommitment, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus PLUS such Lender’s 's Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus PLUS such Lender’s 's Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s 's Revolving Loan Commitment, and providedPROVIDED, furtherFURTHER, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section SECTION 2.04, prepay under Section SECTION 2.07, and reborrow under this Section 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 Revolving Proportionate Share times TIMES the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Second Restatement Effective Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s 's Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans 's Total Lender Risk Participation shall not exceed such Revolving Lender’s 's Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s 's Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, if there at any time exists a Defaulting Lender (unless such Lender's Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a)), before making any Swing Line Loans the Swing Line Lender may condition the provision of such Swing Line Loans on its entering into arrangements satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender's Fronting Exposure.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the DBNY, in its capacity as Swing Line Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Closing Date and until the Maturity Date with respect to the date ten days prior to 2018 Extended Revolving Credit Commitments (or, if any Revolving Credit Facility is added after the Revolving Loan Third Amendment Effective Date, the Maturity Date thereof) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure shall not exceed the Total aggregate Revolving Loan Commitment at such time, Credit Commitments and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow re‑borrow under this Section 2.042.04 without premium or penalty (subject to Section 3.05). 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 Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date 57 up to the date ten days prior to but not including the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans Total Lender Risk Participation shall not exceed such Revolving Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, if there at any time exists a Defaulting Lender, unless such Lender’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a), before making any Swing Line Loans, the Swing Line Lender may condition the provision of such Swing Line Loans on its entering into arrangements satisfactory to the Swing Line Lender with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “"Swing Line Loan”") in Dollars Dollars, to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date to the date ten days prior to the Revolving Loan Credit Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective aggregate Outstanding Amount of Revolving Loans and Pro Rata Revolving Share of L/C Obligations of the Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s 's Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s 's Pro Rata Revolving Proportionate Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s 's Pro Rata Revolving Proportionate Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.072.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s 's Pro Rata Revolving Proportionate Share times the amount of such the Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers any Revolving Credit Borrower from time to time on any Business Day (other than the Closing Date) during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Credit Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Revolving Credit Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Credit Commitment, and provided, further, ; provided further that neither Revolving Credit Borrower shall use the Swing Line Lender shall not make proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Revolving Credit Borrowers may borrow under this Section 2.04, prepay under Section 2.072.05, 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 an unfunded risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans Total Lender Risk Participation shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, if there at any time exists a Defaulting Lender (unless such Lender’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a)), before making any Swing Line Loans the Swing Line Lender may condition the provision of such Swing Line Loans on its entering into arrangements satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.01(c), to make loans (each such loan, a “Swing Line Loan”) in Dollars ), to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount outstanding amount of Revolving Credit Loans and LC Obligations of the Revolving Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Lender’s Revolving Loan Pro Rata Share of the Available Commitment; provided, however, that after giving effect to any Swing Line Loan, (iA) the sum of the aggregate Effective Amount outstanding amount of all the Revolving Loans, Credit Loans plus the Swing Line Loans and L/C plus LC Obligations shall not exceed the Total Revolving Loan lesser of (1) the Borrowing Base and (2) the Aggregate Commitment Amount at such time, and (iiB) the sum of the aggregate Effective Amount outstanding amount of the Revolving Credit Loans of any Revolving Lender (other than the Swing Line Lender)) at such time, plus such Revolving Lender’s Revolving Proportionate Pro Rata Share of the Effective Amount outstanding amount of all L/C ObligationsLC Obligations at such time, plus such Revolving Lender’s Revolving Proportionate Pro Rata Share of the Effective Amount outstanding amount of all Swing Line Loans at such time shall not exceed the lesser of such Revolving Lender’s (x) Pro Rata Share of the Borrowing Base (determined as of the date on which the requested Revolving Credit Loan Commitment, is to be made) and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan(y) Commitment Amount. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.01(c), prepay under Section 2.072.04, and reborrow under this Section 2.042.01(c). 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 Lender (other than Swing Line 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth hereinherein (including without limitation Section 2.02), the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during (other than the period from Closing Date) until the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit$50,000,000, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans Credit Commitment Percentage of the Lender acting as Swing Line Lender in its capacity as a Lender of the outstanding principal amount of the Revolving LoansCredit Loans and Letter of Credit Outstandings, may exceed the amount of such Lender’s Revolving Loan Credit Commitment; provided, however, provided that after giving effect to any Swing Line LoanLoan and the risk participations purchased by the Revolving Credit Lenders as set forth in the last sentence of this paragraph, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount outstanding principal amount of the Revolving Credit Loans of any Lender (other than the Swing Line Revolving Credit Lender), plus such Lender’s Revolving Proportionate Share Credit Commitment Percentage of the Effective Amount Letter of all L/C ObligationsCredit Outstandings, plus such Lender’s Revolving Proportionate Share Credit Commitment Percentage of the Effective Amount outstanding principal amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.07, and reborrow under this Section 2.042.07. Each Swing Line Loan shall be a Base Rate an ABR 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 Revolving Proportionate Share Credit Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”"SWING LINE LOAN") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan 's Commitment; providedPROVIDED, howeverHOWEVER, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus PLUS such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus PLUS such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 's Revolving Loan Credit Commitment, and provided, further, PROVIDED FURTHER that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section SECTION 2.04, prepay under Section 2.07SECTION 2.05, and reborrow under this Section 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 Revolving Proportionate 's Pro Rata Share times TIMES the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”"SWING LINE LOAN") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Revolving Credit Commitment Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s 's Revolving Loan Credit Commitment; providedPROVIDED, howeverHOWEVER, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Outstandings shall not exceed the Total Revolving Loan Commitment at such timeBorrowing Limit, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus PLUS such Lender’s 's Revolving Proportionate Share Credit Commitment Percentage of the Effective Outstanding Amount of all L/C Obligations, plus PLUS such Lender’s 's Revolving Proportionate Share Credit Commitment Percentage of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 's Revolving Loan Credit Commitment, and providedPROVIDED, furtherFURTHER, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section SECTION 2.04, prepay under Section 2.07SECTION 2.05, and reborrow under this Section 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 Revolving Proportionate Share times Credit Commitment Percentage TIMES the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “"Swing Line Loan”") to Parent (on behalf of the Borrowers) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s 's Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 's Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate 's Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole and absolute discretion make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Company from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan CommitmentCommitment in its capacity as a Revolving Lender; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Lender), plus such Revolving Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Commitment. The Swing Line is a discretionary, uncommitted facility and provided, further, that the Swing Line Lender shall not make may terminate or suspend the Swing Line at any time in its sole discretion upon notice to the Company which notice may be given by the Swing Line Lender before or after the Company requests a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.04hereunder. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On (i) Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers each Borrower from time to time on any Business Day (other than the Closing Date) during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Credit Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the aggregate Effective Dollar Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Revolving Credit Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Dollar Amount of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Credit Commitment, and provided, further, ; provided further that neither Borrower shall use the Swing Line Lender shall not make proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.072.05, 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 an unfunded risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender agrees Lender, may in its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Closing Date to and until the date ten days prior to Maturity Date of the Revolving Loan Maturity Date Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure shall not exceed the Total aggregate Revolving Loan Credit Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding the foregoing, before making any Swing Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Loans have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.12, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans Principal Debt and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Commitment Usage shall not exceed the Total Revolving Loan Commitment at such timeCommitment, and (ii) the aggregate Effective Amount of the Revolving Loans Principal Debt of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share Commitment Percentage of the Effective Amount Letter of all L/C ObligationsCredit Exposure, plus such Lender’s Revolving Proportionate Share Commitment Percentage of the Effective Amount Principal Debt of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.12, prepay under Section 2.072.5(b), and reborrow under this Section 2.042.12. Each Swing Line Loan shall be a Base Rate Loanbear interest at the Floating Eurodollar 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 Revolving Proportionate Share Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may, it its sole and absolute discretion, elect to make advance a requested Revolving Credit Loan under Section 2.01(a) by making loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers any Domestic Borrower from time to time on any Business Day during the period from Revolving Availability Period; provided that, after giving effect to any Swing Line Loan made on any particular date, the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount of all Swing Line Loans outstanding on such date shall not to exceed at any time outstanding the amount of the Swing Line SublimitSublimit on such date, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Credit Lender’s Revolving Loan Commitment; provided, however, that Credit Commitment so long as (x) after giving effect to any Swing Line Loan, (iA) the aggregate Effective Amount of all Overall Excess Availability would be greater than $0, (B) Total Revolving Loans, Swing Line Loans and L/C Obligations shall Credit Outstandings would not exceed the Total Revolving Loan Commitment at such timeCredit Facility, and (iiC) the aggregate Effective Amount of the Revolving Loans of any Lender (other than except as noted above with respect to the Swing Line Lender), plus such no Revolving Credit Lender’s Revolving Proportionate Share Credit Exposure shall exceed its Revolving Credit Commitment and (y) no Domestic Borrower shall use the proceeds of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Revolving Proportionate Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04Section, prepay under Section 2.072.05, and reborrow under this Section 2.04Section. 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during (other than the period from RestatementRevolving Effective Date) until the Funding Maturity Date to the date ten days prior to of the Revolving Loan Maturity Date Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan CommitmentCredit Commitment then in effect; provided further that, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Revolving Credit Banks set forth in this §2.10, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Credit Maturity Date (or, if earlier, the date of termination of Revolving Credit Commitments pursuant to §12.3 hereof) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans Credit Commitment Percentage of the Outstanding Revolving Credit Loans and Letter of Credit Liabilities of the Revolving Credit Bank acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such LenderRevolving Credit Bank’s Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Outstanding Revolving Credit Loans, Letter of Credit Liabilities and Swing Line Loans and L/C Obligations Outstanding shall not exceed the Total Revolving Loan Commitment at such timeCredit Commitment, and (ii) the aggregate Effective Amount of the Outstanding Revolving Credit Loans of any Lender Revolving Credit Bank (other than the Swing Line Lender), plus such LenderRevolving Credit Bank’s Revolving Proportionate Share Credit Commitment Percentage of the Effective Amount Letter of all L/C ObligationsCredit Liabilities, plus such LenderRevolving Credit Bank’s Revolving Proportionate Share Credit Commitment Percentage of the Effective Amount amount of all Swing Line Loans Outstanding shall not exceed such LenderRevolving Credit Bank’s Revolving Loan Credit Commitment, and (iii) the aggregate Unsecured Indebtedness of the Trust, the Borrowers and their Subsidiaries (including, without limitation, the Outstanding Revolving Credit Loans, Letter of Credit Liabilities, Swing Line Loans Outstanding and Term Loans Outstanding) shall not exceed the Borrowing Base Availability; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any Outstanding Swing Line Loan; and provided, further, that in all events no Default or Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary contained in this §2.10, the Swing Line Lender shall not be obligated to make any Swing Line Loan to refinance an outstanding at a time when any other Revolving Credit Bank is a Defaulting Bank, unless the Swing Line LoanLender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Banks that are Non-Defaulting Banks consistent with §2.12(c) and the Defaulting Bank shall not participate therein, except to the extent the Swing Line Lender has entered into arrangements with the Borrower or such Defaulting Bank that are satisfactory to the Swing Line Lender in its good faith determination to eliminate the Swing Line Lender’s Fronting Exposure with respect to any such Defaulting Bank, including the delivery of cash collateral. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04§2.10, prepay under Section 2.07§3 hereof, and reborrow under this Section 2.04§2.10. Each Swing Line Loan shall be a Revolving Credit Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender Revolving Credit Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such LenderRevolving Credit Bank’s Revolving Proportionate Share Credit Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may, in its sole and absolute discretion, elect to make advance a requested Revolving Credit Loan under Section 2.01 by making loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers any Borrower from time to time on any Business Day during the period from Revolving Availability Period; provided that, after giving effect to any Swing Line Loan made on any particular date, the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount of all Swing Line Loans outstanding on such date shall not to exceed at any time outstanding the amount of the Swing Line SublimitSublimit on such date, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Credit Lender’s Revolving Loan Commitment; provided, however, that Commitment so long as (x) after giving effect to any Swing Line Loan, (iA) the aggregate Effective Amount of all Overall Excess Availability would be greater than $0, (B) Total Revolving Loans, Swing Line Loans and L/C Obligations shall Credit Outstandings would not exceed the Total Revolving Loan Commitment at such timeCredit Facility, and (iiC) the aggregate Effective Amount of the Revolving Loans of any Lender (other than except as noted above with respect to the Swing Line Lender), plus such no Revolving Credit Lender’s Revolving Proportionate Share Credit Exposure shall exceed its Commitment and (y) no Borrower shall use the proceeds of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Revolving Proportionate Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Original Closing Date to and until the date ten days prior to the Revolving Loan Maturity Date of the Series A Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s Revolving Loan CommitmentCredit Commitment (and in addition, before the Maturity Date for the Series C Revolving Credit Facility, the Swing Line Lender shall not be required to make Swing Line Loans unless there shall be Revolving Credit Lenders that are not Defaulting Lenders holding Series A Revolving Credit Commitments and Series B Revolving Credit Commitments in an aggregate amount that is not less than the Swing Line Sublimit); providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount Revolving Credit Exposure of all the Revolving Loans, Swing Line Loans and L/C Obligations Credit Lenders shall not exceed the Total aggregate Revolving Loan Credit Commitment at of the Revolving Credit Lenders (and, before the Maturity Date for the Series C Revolving Credit Facility, the Series A Revolving Credit Exposure and the Series B Revolving Credit Exposure (after giving effect to the reallocations referred to in Sections 2.03(p) and 2.04(h) as if they were to occur on such timedate) of each Series A Revolving Credit Lender and each Series B Revolving Credit Lender that is not a Defaulting Lender shall not exceed such Series A Revolving Credit Lender’s Series A Revolving Credit Commitment or such Series B Revolving Credit Lender’s Series B Revolving Credit Commitment, respectively) and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate LoanLoan and bear interest at the Blended Base Rate Loan Interest Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Committed Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan 's Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.072.06, 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 Revolving Proportionate 's Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth hereincontained in this Agreement, the Swing Line Lender agrees to make loans (each such loan, a “"Swing Line Loan”") to the Borrower in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Date to the date ten days prior to hereof until the Revolving Loan Maturity Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender in its capacity as a Lender of Revolving LoansCredit Lender, may exceed the amount of such Revolving Credit Lender’s 's Revolving Loan Credit Commitment; provided, however, that after giving effect to any Borrowing of Swing Line LoanLoans, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Credit Lender), plus such Revolving Credit Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s 's Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limitslimits set forth in this clause (a), and subject to the other terms and conditions hereof, the Borrowers amounts of Swing Line Loans repaid may borrow be reborrowed under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.04clause (a). 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 Revolving Proportionate 's Pro Rata Share times multiplied by the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrowers Borrower from time to time on any Business Day during until the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 's Revolving Loan Credit Commitment, and ; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate 's Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Closing Date to until the date ten days which is one Business Day prior to the Revolving Loan Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such the Swing Line Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Total aggregate Participating Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Participating Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04borrow, prepay under Section 2.07, and reborrow under this Section 2.04Swing Line Loans. Each Swing Line Loan shall be a Base Rate an ABR Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, may in its sole discretion make (i) loans (each such loan, a “U.S. Swing Line LoanAdvance”) in Dollars to the U.S. Borrowers on such terms (subject to Section 2.07(b)) as may be agreed between the Swing Line Lender and the Parent Borrower from time to time time, on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in Dollars in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit and (ii) loans (each such loan, a “German Swing Line Advance”) to the German Borrower on such terms (subject to Section 2.07(b)) as may be agreed between the Swing Line Lender and the Parent Borrower from time to time, on any Business Day during Availability Period in Dollars or Euros in an aggregate amount not to exceed at any time outstanding the amount of the German Swing Line Sublimit, in each case notwithstanding the fact that such Swing Line LoansAdvances, when aggregated with the Effective Commitment Percentage of the Outstanding Amount of Revolving Loans Credit Advances and L/C Obligations of a Lender acting as the Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that that, after giving effect to any Swing Line LoanAdvance, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Credit Outstandings shall not exceed the Total Revolving Loan Commitment at such timeCap, and (ii) the Total Revolving Credit Outstandings in respect of the U.S. Revolving Credit Facility shall not exceed the U.S. Loan Cap, (iii) the Total Revolving Credit Outstandings in respect of the German Revolving Credit Facility shall not exceed the German Loan Cap, (iv) the aggregate Effective Outstanding Amount of the Revolving Loans Credit Advances of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share Commitment Percentage of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share Commitment Percentage of the Effective Outstanding Amount of all Swing Line Loans Advances shall not exceed such Lender’s Commitment and (v) no more than 25.0% of the Total Revolving Loan Commitment, and provided, further, that Credit Outstandings shall be in Alternative Currencies. No Borrower shall use the Swing Line Lender shall not make proceeds of any Swing Line Loan Advance to refinance an any outstanding Swing Line LoanAdvance. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.03, prepay under Section 2.07, 2.10 and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan2.03. Immediately upon the making request of a the Swing Line LoanLender, each Lender with Revolving Credit Commitments under the applicable Revolving Credit Facility under which the Swing Line Advance was made shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan Advance in an amount equal to the product of such Lender’s Revolving Proportionate Share applicable Commitment Percentage times the amount of such Swing Line LoanAdvance.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make (i) loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers US Borrower (each such Loan, a "US Swing Line Loan") and (ii) loans in euro to the Dutch Borrower (each such Loan, an "Offshore Currency Swing Line Loan") from time to time on any Business Day during the period from the Funding Effective Date to the date ten days prior to the Revolving Loan Maturity Termination Date in an aggregate amount not to exceed at any time outstanding (x) as to all US Swing Line Loans, the amount of the US Swing Line Loan Sublimit and (y) as to Offshore Currency Swing Line Loans, the Offshore Currency Swing Line Loan Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Swing Line Lender's Pro Rata Share of the Dollar Equivalent of the Outstanding Amount of Revolving Loans, Offshore Currency Loans and Negotiated Rate Loans plus the Pro Rata Share of the Outstanding Amount of L/C Obligations of the Swing Line Lender in its capacity as a Lender of Revolving Loans and Negotiated Rate Loans, may exceed the amount of such Lender’s 's Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i1) the Dollar Equivalent of the aggregate Effective Amount of all Outstanding Revolving Loans, Swing Line Loans and L/C Credit Obligations shall not exceed the Total combined Revolving Loan Commitment at such timeCommitments, (2) the Dollar Equivalent of the Outstanding Offshore Currency Obligations shall not exceed the Offshore Currency Sublimit, and (ii3) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such no Revolving Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share Dollar Equivalent of the Effective Amount of all Swing Line Loans aggregate Outstanding Revolving Credit Obligations shall not exceed such Lender’s 's Revolving Loan Commitment, and provided, further, that Commitment (excluding the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line LoanOutstanding Amount of such Lender's Negotiated Rate Loans). Within the foregoing limits, and subject to the other terms and conditions hereof, each of the Borrowers US Borrower, as to US Swing Line Loans, and the Dutch Borrower as to Offshore Currency Swing Line Loans, may borrow under this Section 2.042.06, prepay under Section 2.072.05, and reborrow under this Section 2.042.06. Each US Swing Line Loan shall be a bear interest at the Base Rate Loanplus the Applicable Rate for Revolving Loans that are Base Rate Loans and each Offshore Currency Swing Line Loan shall bear interest at the Offshore Currency Swing Line Rate plus the Applicable Rate for Offshore Currency Swing Line Loans. 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 Revolving Proportionate 's Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during until the period from the Funding Maturity Date applicable to the date ten days prior to the 2015 Dollar Revolving Loan Maturity Date Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of Dollar Revolving Credit Loans and Dollar Revolving L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Dollar Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Dollar Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share (determined on the basis of the Effective aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the 105 Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Dollar Revolving L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share (determined on the basis of the Effective aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Loan Commitment, and provided, further, Credit Commitment then in effect; provided further that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Dollar Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving Proportionate Share Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars to a Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Amendment Effective Date to until the date ten days which is one Business Day prior to the Revolving Loan Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such the Swing Line Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Total aggregate Participating Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Participating Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender a Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers a Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender agrees to may in its sole and absolute discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.15, make loans (each such loanloan and each transfer of funds pursuant to any AutoBorrow Agreement, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period (Revolving) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Revolving Credit Percentage of the Outstanding Amount of the Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Credit Outstandings shall not exceed the Total Revolving Loan Commitment Credit Facility at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender (other than the Swing Line Lender)at such time, plus such Revolving Credit Lender’s Applicable Revolving Proportionate Share Credit Percentage of the Effective Outstanding Amount of all L/C ObligationsObligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Proportionate Share Credit Percentage of the Effective Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereofhereof and, if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement, the Borrowers Borrower may borrow under this Section 2.042.15, prepay under Section 2.072.04, and reborrow under this Section 2.042.15. 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 Proportionate Share Credit Percentage times the amount of such Swing Line Loan. If an AutoBorrow Agreement is in effect and any of the terms of this Section 2.15(a) conflict with such AutoBorrow Agreement, the terms of such AutoBorrow Agreement shall govern and control. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Loans and to refinance Swing Line Loans as provided in this Agreement. Borrower shall have the sole right to determine whether a Loan is funded as a Swing Line Loan or as a Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Third Restatement Effective Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Available Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Total Lender Risk Participation shall not exceed such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Total Available Commitment, and provided, further, that (x) the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line LoanLoan and (y) the Borrowers shall be entitled to no more than five (5) Swing Line Loans in any month. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Swing Line Risk Participation with respect to such Swing Line Loan. If there at any time exists a Defaulting Lender, unless such Lender’s Revolving Proportionate Share times Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a), before making any Swing Line Loans, the amount Swing Line Lender may condition the provision of such Swing Line LoanLoans on its entering into arrangements satisfactory to the Swing Line Lender with the Borrowers or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this §2.10, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date to the date ten days prior to until the Revolving Credit Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansLoans of the Lender acting as the Swing Line Lender, when aggregated with such Lender’s Commitment Percentage of the Effective Amount outstanding amount of Revolving Credit Loans plus such Lender’s Commitment Percentage of the Swing Line Lender in its capacity as a Lender sum of Revolving Loansthe Maximum Drawing Amount and all Unpaid Reimbursement Obligations, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (x) the sum of the outstanding amount of the Revolving Credit Loans, plus the Maximum Drawing Amount and all Unpaid Reimbursement, Obligations plus the outstanding amount of Swing Line Loans shall not at any time exceed the lesser of (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans Total Commitment at such time and L/C Obligations shall not exceed (ii) the Total Revolving Loan Commitment Borrowing Base at such time, and (iiy) the aggregate Effective Amount outstanding amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share Commitment Percentage of the Effective outstanding amount of the Maximum Drawing Amount of and all L/C Unpaid Reimbursement Obligations, plus such Lender’s Revolving Proportionate Share Commitment Percentage of the Effective Amount outstanding amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04§2.10, prepay under Section 2.07§3.3, and reborrow under this Section 2.04§2.10. 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 Revolving Proportionate Share Commitment Percentage times the amount of such Swing Line Loan. The Borrower hereby promises to repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Swing Line Loan is made and (ii) the Revolving Credit Loan Maturity Date.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to may in its sole and absolute discretion make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s 's Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s 's Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Revolving Lender’s 's Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s 's Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, before making any Swing Line Loans (if at such time any Revolving Lender is a Defaulting Lender), the Swing Line Lender may condition the provision of such Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to the Swing Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender's risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, deposit accounts at Xxxxx Fargo and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the relevant Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. At such times there are Swing Ling Loans outstanding for which funds are on deposit as Cash Collateral, such funds shall be applied as and when determined by the Swing Line Lender, to the extent permitted under applicable Governmental Approvals, to reimburse and otherwise pay the applicable obligations owing to the Swing Line Lender.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender Agent agrees to make consider in its sole and absolute discretion making loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender Agent in its capacity as a Lender of Revolving Loans, may exceed the amount of such LenderAgent’s Revolving Loan CommitmentCommitment in its capacity as a Revolving Lender; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Lender), plus such Revolving Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Commitment. The Swing Line is a discretionary, uncommitted facility and provided, further, that Agent may terminate or suspend the Swing Line Lender shall not make at any time in its sole discretion upon notice to Borrower which notice may be given by Agent before or after Borrower requests a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.04hereunder. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Agent a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars (each such loan, a “"Swing Line Loan”") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such time, Aggregate Commitments and (ii) the aggregate Effective Outstanding Amount of the Revolving Committed Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan 's Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate 's Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”"SWING LINE LOAN") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with Loans plus the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan 's Commitment; provided, however, PROVIDED that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus PLUS such Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Obligations and Swing Line Loans shall not exceed the amount of such Lender’s Revolving Loan 's Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section SECTION 2.04, prepay under Section 2.07, SECTION 2.05 and reborrow under this Section 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 Revolving Proportionate 's Pro Rata Share times TIMES the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Fifth Restatement Effective Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus Total Lender Risk Participation shall not exceed such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Total Revolving Loan Commitment, and provided, further, that (x) the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line LoanLoan and (y) the Borrowers shall be entitled to no more than five (5) Swing Line Loans in any month. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 such Xxxxxx’s Swing Line Risk Participation with respect to such Swing Line Loan. If there at any time exists a Defaulting Lender, unless such Xxxxxx’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a), before making any Swing Line Loans, the product of such Lender’s Revolving Proportionate Share times Swing Line Lender may condition the amount provision of such Swing Line LoanLoans on its entering ​ 4147-6459-6034 ​ into arrangements satisfactory to the Swing Line Lender with the Borrowers or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date up to the date ten days prior to but not including the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans Total Lender Risk Participation shall not exceed such Revolving Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate LoanLoan (and shall accrue interest as a Base Rate Loan in the same manner as a Base Rate Loans as set forth in Section 2.01(d)). 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 Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, if there at any time exists a Defaulting Lender, unless such Xxxxxx’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a), before making any Swing Line Loans, the Swing Line Lender may condition the provision of such Swing Line Loans on its entering into arrangements satisfactory to the Swing Line Lender with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”"SWING LINE LOAN") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Outstanding Amount of Revolving Loans and Negotiated Rate Loans plus the Pro Rata Share of the Outstanding Amount of L/C Obligations of the Swing Line Lender in its capacity as a Lender of Revolving Loans and Negotiated Rate Loans, may exceed the amount of such Lender’s 's Revolving Loan Commitment; providedPROVIDED, howeverHOWEVER, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Outstanding Revolving Loans, Swing Line Loans and L/C Credit Obligations shall not exceed the Total combined Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such no Revolving Lender’s Revolving Proportionate 's Pro Rata Share of the Effective Amount of all L/C Obligations, plus such Lender’s aggregate Outstanding Revolving Proportionate Share of the Effective Amount of all Swing Line Loans Credit Obligations shall not exceed such Lender’s 's Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04SECTION 2.06, prepay under Section 2.07SECTION 2.05, and reborrow under this Section 2.04SECTION 2.06. Each Swing Line Loan shall be a bear interest at the Base Rate LoanPLUS the Applicable Rate for Revolving Loans that are Base Rate Loans. 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 Revolving Proportionate 's Pro Rata Share times TIMES the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make consider in its sole and absolute discretion making loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Committed Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. The Swing Line is a discretionary, uncommitted facility and Administrative Agent may terminate or suspend the Swing Line at any time in its sole discretion upon notice to Borrower which notice may be given by Administrative Agent before or after Borrower requests a Swing Line Loan Commitment, and hereunder; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.4 above, prepay under Section 2.07, 2.5 and reborrow under this Section 2.042.4. 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan. Swing Line Loans shall be used only for the purposes permitted for Committed Loans under the terms of this Agreement.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to may, in its discretion, make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Outstanding Amount of Revolving Committed Loans of the Swing Line Lender in its capacity as a Lender of Revolving Committed Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan. Borrower shall reduce the outstanding principal balance of the Swing Line Loans to not more than $1,000,000 on the 15th day and last day of each month. Borrower shall repay the outstanding principal balance of the Swing Line Loans, together with all accrued and unpaid interest thereon, on the Maturity Date.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to 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”) in Dollars to the Borrowers Company, in Dollars, from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such LenderXxxxxx’s Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Credit Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Amount of the Revolving Loans Credit Exposure of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such LenderXxxxxx’s Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender Company shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Proportionate Share Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “"Swing Line Loan”") in Dollars or Letter of Credit and Swing Line Offshore Currencies as requested by the Company or a Designated Borrower, to the Borrowers Company or such Designated Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount Dollar Equivalent Amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Dollar Equivalent Amount of the aggregate Outstanding Amount of Revolving Loans (less the aggregate Offshore Currency Risk Participations in each Offshore Currency Revolving Loan in the event such Swing Line Lender is the Offshore Currency Funding Fronting Lender) and Offshore Currency Risk Participations and Pro Rata Revolving Share of L/C Obligations of the Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s 's Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Dollar Equivalent Amount of the aggregate Effective Outstanding Amount of all Revolving LoansLoans and Swing Line Loans and L/C Obligations issued or outstanding in Offshore Currencies shall not exceed the Offshore Currency Revolving Loan, Swing Line Loan and Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the aggregate Outstanding Amount of all Revolving Loans and Swing Line Loans outstanding in Offshore Currencies shall not exceed the Offshore Currency Revolving Loan and Swing Line Loan Sublimit, (iii) the Dollar Equivalent Amount of the aggregate Outstanding Amount of all Loans and L/C Obligations shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCredit Commitments, and (iiiv) the Dollar Equivalent Amount of the aggregate Effective Outstanding Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender (less, with respect only to the Offshore Currency Funding Fronting Lender, the aggregate Offshore Currency Risk Participations in all Offshore Currency Revolving Loans), plus, with respect only to the Offshore Currency Participating Lenders, the Dollar Equivalent Amount of such Revolving Lender's Offshore Currency Risk Participations in Offshore Currency Revolving Loans advanced by the Offshore Currency Funding Fronting Lender, plus such Revolving Lender’s 's Pro Rata Revolving Proportionate Share of the Effective Dollar Equivalent Amount of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s 's Pro Rata Revolving Proportionate Share of the Effective Dollar Equivalent Amount of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s 's Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company and the Designated Borrowers may borrow under this Section 2.04, 2.06; prepay under Section 2.07, and reborrow under this Section 2.042.06. Each Swing Line Loan advanced in Dollars shall bear interest at the Base Rate, or such other rate of interest offered by the Swing Line Lender and accepted by the Company or the applicable Designated Borrower, and each Swing Line Loan advanced in a Letter of Credit and Swing Line Offshore Currency shall be a an Offshore 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 Pro Rata Revolving Proportionate Share times the amount of such the Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, before making any Swing Line Loans (if at such time any Lender is a Defaulting Lender), the Swing Line Lender may condition the provision of such Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to the Swing Line Lender (in its sole discretion) from such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below; provided that if such Defaulting Lender fails to provide such Cash Collateral, the Borrower shall provide such Cash Collateral within five (5) Business Days of written demand from the Administrative Agent. The Borrower and such Defaulting Lender, as applicable, hereby grant to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, deposit accounts at Xxxxx Fargo and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. Such accounts must be subject to control agreements pursuant to which the Administrative Agent has “control,” as such term is used in the Uniform Commercial Code, sufficient to perfect on a first priority basis a security interest in such cash collateral. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the relevant Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. At such times there are Swing Ling Loans outstanding for which funds are on deposit as Cash Collateral, such funds shall be applied as and when determined by the Swing Line Lender, to the extent permitted under applicable Governmental Approvals, to reimburse and otherwise pay the applicable obligations owing to the Swing Line Lender.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, before making any Swing Line Loans (if at such time any Lender is a Deteriorating Lender), the Swing Line Lender may condition the provision of such Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to the Swing Line Lender (in its sole discretion) from either the Borrower or such Deteriorating Lender in respect of such Deteriorating Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Deteriorating Lender hereby grants to the Collateral Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked deposit accounts in the name of the Borrower and under the sole control (as defined in the applicable UCC) of the Collateral Agent and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. Such accounts must be subject to control agreements pursuant to which the Collateral Agent has “control,” as such term is used in the Uniform Commercial Code, sufficient to perfect on a first priority basis a security interest in such cash collateral. If at any time the Collateral Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Collateral Agent or that the total amount of such funds is less than the aggregate risk participation of such Deteriorating Lender in the relevant Swing Line Loan, the Borrower and/or such Deteriorating Lender will, promptly upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral that the Collateral Agent determines to be free and clear of any such right and claim; provided, that, with respect to any Deteriorating Lender, such Cash Collateral shall be released (A) to the extent that such Deteriorating Lender ceases to be a Deteriorating Lender and (B) so long as no Default or Event of Default shall have occurred and be continuing. At such times as there are Swing Ling Loans outstanding for which funds are on deposit as Cash Collateral, such funds shall be applied as and when determined by the Swing Line Lender, to the extent permitted under applicable Governmental Rules, to reimburse and otherwise pay the applicable obligations owing to the Swing Line Lender.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”"SWING LINE LOAN") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that (i) such Swing Line Loans, when aggregated with the Effective Working Capital Loan Commitment Percentage of the Outstanding Amount of Revolving Working Capital Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan 's Working Capital Commitment; providedPROVIDED, howeverHOWEVER, that after giving effect to any Swing Line Loan, (iA) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Working Capital Outstandings shall not exceed the Total Revolving Loan Commitment at such timetotal amount of the Working Capital Borrowing Limit, and (iiB) the aggregate Effective Outstanding Amount of the Revolving Working Capital Loans of any Lender (other than the Swing Line Lender), plus PLUS such Lender’s Revolving Proportionate Share 's Working Capital Loan Commitment Percentage of the Effective Outstanding Amount of all L/C Obligations, plus PLUS such Lender’s Revolving Proportionate Share 's Working Capital Loan Commitment Percentage of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan 's Working Capital Commitment, and providedPROVIDED, furtherFURTHER, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may 38 borrow under this Section 2.04SECTION 2.06, prepay under Section SECTION 2.07, and reborrow under this Section 2.04SECTION 2.06. 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 a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Share times 's Working Capital Loan Commitment Percentage TIMES the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to may in its sole and absolute discretion make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, before making any Swing Line Loans (if at such time any Lender is a Deteriorating Lender), the Swing Line Lender may condition the provision of such Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to the Swing Line Lender (in its sole discretion) from either the Borrower or such Deteriorating Lender in respect of such Deteriorating Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Deteriorating Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, deposit accounts at Xxxxx Fargo and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate risk participation of such Deteriorating Lender in the relevant Swing Line Loan, the Borrower and/or such Deteriorating Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. At such times there are Swing Ling Loans outstanding for which funds are on deposit as Cash Collateral, such funds shall be applied as and when determined by the Swing Line Lender, to the extent permitted under applicable Governmental Approvals, to reimburse and otherwise pay the applicable obligations owing to the Swing Line Lender.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Revolving Loan Lenders set forth in this Section 2.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Revolving Loan Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Loan Lender), plus such Revolving Loan Lender’s Applicable Revolving Proportionate Share Loan Percentage of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Loan Lender’s Applicable Revolving Proportionate Share Loan Percentage of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Loan Lender’s Revolving Loan Commitment. Additionally, and provided, further, that the no more than seven Swing Line Lender shall not make Loans may be outstanding at any Swing Line Loan to refinance an outstanding Swing Line Loanone time. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Loan Lender’s Applicable Revolving Proportionate Share Loan Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Committed Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.4 above, prepay under Section 2.072.5, and reborrow under this Section 2.042.4 above. 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may, it its sole and absolute discretion, elect to make advance a requested Revolving Credit Loan under Section 2.01(a) by making loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers any Domestic Borrower from time to time on any Business Day during the period from Revolving Availability Period; provided that, after giving effect to any Swing Line Loan made on any particular date, the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount of all Swing Line Loans outstanding on such date shall not to exceed at any time outstanding the amount of the Swing Line SublimitSublimit on such date, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Credit Lender’s 's Revolving Loan Commitment; provided, however, that Credit Commitment so long as (x) after giving effect to any Swing Line Loan, (iA) the aggregate Effective Amount of all Overall Excess Availability would be greater than $0, (B) Total Revolving Loans, Swing Line Loans and L/C Obligations shall Credit Outstandings would not exceed the Total Revolving Loan Commitment at such timeCredit Facility, and (iiC) the aggregate Effective Amount of the Revolving Loans of any Lender (other than except as noted above with respect to the Swing Line Lender), plus such no Revolving Credit Lender’s 's Revolving Proportionate Share Credit Exposure shall exceed its Revolving Credit Commitment and (y) no Domestic Borrower shall use the proceeds of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Revolving Proportionate Share 's Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Effective Date to the date ten days prior Maturity Date, Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.8 may, in its sole discretion, make Swing Line Loans to the Revolving Loan Maturity Date in an Borrower as the Borrower may from time to time request for the purposes permitted hereby; provided, however, that (i) the aggregate amount of Swing Line Loans outstanding shall not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount outstanding principal amount of Revolving Loans of made by the Lender acting as Swing Line Lender in its capacity as a Lender and such Lender’s Commitment Percentage of the outstanding Letter of Credit Obligations may exceed such Lender’s Commitment Percentage of the Revolving LoansLoan Commitment, may (ii) the sum of all Loans outstanding shall not exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, minus the Letter of Credit Obligations and (iiiii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans Borrower shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that use the Swing Line Lender shall not make proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within This is a revolving credit and, subject to the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04borrow, prepay under Section 2.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate LoanLoans as set forth herein without premium or penalty. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase purchased from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Share Commitment Percentage times the amount of such Swing Line Loan. Each Swing Line Loan shall bear interest at a rate equal to the rate applicable to Base Rate Loans.

The Swing Line. On (i) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrower for a borrowing of the Revolving Loans. Subject to the terms and subject to the conditions set forth hereinhereof, the Swing Line Lender agrees shall make available from time to make time during period from the Effective Date to the Final Maturity Date, loans (each such loaneach, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on Borrower in accordance with any Business Day during the period from the Funding Date to the date ten days prior to such notice. The provisions of this Section 2.02(e) shall not relieve the Revolving Loan Maturity Date Lenders of their obligations to make Revolving Loans under Section 2.02; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in an lieu of any Revolving Loan that otherwise may be made by the Revolving Loan Lenders pursuant to such notice. The aggregate principal amount of Swing Line Loans outstanding shall not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding and the fact that such Swing Line Loans, when aggregated with sum of the Effective Amount aggregate principal amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, and Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender)outstanding, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s shall not exceed the lesser of (A) the Total Revolving Proportionate Share of Credit Commitment and (B) the then extant Loan Limiter. During the period from the Effective Amount of all Date to the Final Maturity Date, the Borrower may from time to time borrow, repay and reborrow Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.042.02(e). Each Swing Line Loan shall be made pursuant to a Base Rate LoanNotice of Borrowing delivered by the Borrower to the Administrative Agent in accordance with Section 2.02(a). Immediately upon Unless the making of Swing Line Lender has received at least one Business Day’s prior written notice from Required Lenders instructing it not to make a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 5.02, be entitled to fund that Swing Line Loan, and to have each Revolving Loan Lender make a risk participation Revolving Loan in such accordance with Section 2.02(e)(iii) or purchase participating interests in accordance with Section 2.02(e)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Share times the amount of such Swing Line shall constitute a Reference Rate Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Revolving Loan Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day after the Closing Date during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving Loan Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Loan Lender’s Revolving Loan Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the aggregate Effective Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Loan Lender), plus such Revolving Loan Lender’s Revolving Proportionate Pro rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Loan Lender’s Revolving Proportionate Pro rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Loan Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Loan Lender’s Revolving Proportionate Pro rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “i) Multicurrency Tranche 1 Swing Line Loan”) in Dollars Loans to the Borrowers Borrower from time to time on any Business Day during the period from Availability Period for the Funding Date Multicurrency Tranche 1 Revolving Credit Facility in Dollars, (ii) Multicurrency Tranche 2 Swing Line Loans to the date ten days prior Borrower from time to time on any Business Day during the Availability Period for the Multicurrency Tranche 2 Revolving Credit Facility in Dollars and (iii) U.S. Swing Line Loans to the Borrower from time to time on any Business Day during the Availability Period for the U.S. Revolving Loan Maturity Date Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitDollars, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans Credit Exposure of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Credit Commitment; provided, however, provided that after giving effect to any Swing Line Loan, Loan under any Revolving Credit Facility (ix) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans under such Revolving Credit Facility of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share Applicable Percentage of the Effective Outstanding Amount of all L/C ObligationsObligations under such Revolving Credit Facility, plus such Lender’s Revolving Proportionate Share Applicable Percentage of the Effective Outstanding Amount of all Swing Line Loans under such Revolving Credit Facility shall not exceed such Lender’s Revolving Loan Commitment, Credit Commitment then in effect under such Revolving Credit Facility and provided, further, that (y) the aggregate Outstanding Amount of Swing Line Loans under all Revolving Credit Facilities shall not exceed the Swing Line Lender Sublimit; provided further that the Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Applicable Participant 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 LenderApplicable Participant’s Revolving Proportionate Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Revolving Loan Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day after the Closing Date during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving Loan Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Loan Lender’s Revolving Loan Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the aggregate Effective Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Loans of any Lender (other than the Swing Line Revolving Loan Lender), plus such Revolving Loan Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Loan Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Loan Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Loan Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, provided further that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate LoanLoan denominated in Dollars. 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers from time to time on any Business Day during the period from the Funding Restatement Effective Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, Loan (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan CommitmentCommitment and (ii) the aggregate Effective Amount of all Revolving Loans made by all the Revolving Lenders at any time outstanding plus the Effective Amount of all L/C Obligations and Swing Line Loans at any time outstanding shall not exceed the Total Revolving Loan Commitment at such time, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Revolving Proportionate Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other 18-Month Tranche Lenders set forth in this Section 2.02, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers any Borrower from time to time on any Business Day during the period from and including the Funding Effective Date to the date ten days and prior to the Facility Termination Date for the 18-Month Revolving Loan Maturity Date Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount 18-Month Tranche Pro Rata Share of Revolving the outstanding amount of 18-Month Tranche Loans of the 18-Month Tranche Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such 18-Month Tranche Lender’s Revolving Loan 18-Month Tranche Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (ia) the aggregate Effective Amount principal Dollar Equivalent of all Revolving Loans, 18-Month Tranche Loans and Swing Line Loans outstanding at such time, after giving effect to any borrowings and L/C Obligations prepayments or repayments of any 18-Month Tranche Loans or Swing Line Loans occurring on such date, shall not exceed the Total Revolving Loan Aggregate 18-Month Tranche Commitment at such time and (b) with respect to any 18-Month Tranche Lender, the aggregate principal Dollar Equivalent of such 18-Month Tranche Lender’s (x) 18-Month Tranche Loans outstanding at such time and (y) 18-Month Tranche Pro Rata Share of the outstanding Swing Line Loans at such time, after giving effect to any borrowings and prepayments or repayments of any 18-Month Tranche Loans or Swing Line Loans occurring on such date, shall not exceed such 18-Month Tranche Lender’s 18-Month Tranche Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers any Borrower may borrow under this Section 2.042.02, prepay under Section 2.07, and reborrow under this Section 2.042.02. Each Swing Line Loan Loans shall be a Base Rate Loanrepaid by the Borrower in accordance with Section 2.07(c). Immediately upon the making of a Swing Line Loan, each 18-Month 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 in an amount equal to the product of such 18-Month Tranche Lender’s Revolving Proportionate 18-Month Tranche Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars Dollars, to the Borrowers US Borrower from time to time on any Business Day during the period from the Funding Closing Date to the date ten days prior to the Revolving Loan Credit Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective aggregate Outstanding Amount of Dollar Revolving Loans of and the Swing Line Lender Lender’s Pro Rata Dollar Revolving Share (in its capacity as a Lender Dollar Revolving Lender) of Revolving Loans, L/C Obligations may exceed the amount of such Swing Line Lender’s Dollar Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Outstanding Amount of all Dollar Revolving Loans, Swing Line Loans Loans, and L/C Obligations Obligations, shall not exceed the Total Aggregate Dollar Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Dollar Revolving Loans of any Dollar Revolving Lender (other than the Swing Line Lender), plus such Dollar Revolving Lender’s Pro Rata Dollar Revolving Proportionate Share of an amount equal to 103% of the Effective Outstanding Amount of all L/C Obligations, plus such Dollar Revolving Lender’s Pro Rata Dollar Revolving Proportionate Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Dollar Revolving Lender’s Dollar Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers US Borrower may borrow Swing Line Loans under this Section 2.042.05, prepay Swing Line Loans under Section 2.072.06 (Prepayments), and reborrow Swing Line Loans under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Dollar Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Dollar Revolving Lender’s Pro Rata Dollar Revolving Proportionate Share times the amount of such the Swing Line Loan; provided, however, that such Dollar Revolving Lender shall not be required to fund such risk participation except as provided in clause (c)(iii) below. Notwithstanding anything to the contrary contained in this Section 2.05 (Swing Line Loans), the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Dollar Revolving Lender is a Defaulting Lender, unless the conditions of Section 2.16(c) (Defaulting Lenders) have been satisfied.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees Lenders agree to make loans in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Company from time to time on any Business Day during until the period from the Funding Date to the date ten days prior to the Revolving Loan 2014 Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Multicurrency Revolving Credit Loans and L/C Obligations of the any Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Multicurrency Revolving Loan Credit Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (ix) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such time, Credit Commitments and (iiy) the aggregate Effective Outstanding Amount of the Multicurrency Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Multicurrency Revolving Loan Credit Commitment, and provided, further, ; provided further that the Swing Line Lender Company shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.042.05, prepay under Section 2.07, 2.06 and reborrow under this Section 2.042.05. Each Swing Line Loan shall be (i) for the first three Business Days that it remains outstanding, a Specified Rate Loan and (ii) thereafter, a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Multicurrency 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 Lender’s Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may, it its sole and absolute discretion, elect to make advance a requested Revolving Credit Loan under Section 2.01(a) by making loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers any Borrower from time to time on any Business Day during the period from Revolving Availability Period; provided that, after giving effect to any Swing Line Loan made on any particular date, the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount of all Swing Line Loans outstanding on such date shall not to exceed at any time outstanding the amount of the Swing Line SublimitSublimit on such date, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Credit Lender’s Revolving Loan Commitment; provided, however, that Credit Commitment so long as (x) after giving effect to any Swing Line Loan, (iA) the aggregate Effective Amount of all Overall Excess Availability would be greater than $0, (B) Total Revolving Loans, Swing Line Loans and L/C Obligations shall Credit Outstandings would not exceed the Total Revolving Loan Commitment at such timeCredit Facility, and (iiC) the aggregate Effective Amount of the Revolving Loans of any Lender (other than except as noted above with respect to the Swing Line Lender), plus such no Revolving Credit Lender’s Revolving Proportionate Share Credit Exposure shall exceed its Revolving Credit Commitment and (y) no Borrower shall use the proceeds of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving 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 Revolving Proportionate Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make consider in its sole and absolute discretion making loans (each such loan, a “"Swing Line Loan”") in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to the Revolving Loan Maturity Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Revolving Loan Commitment at such timeAggregate Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Committed Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share 's Applicable Percentage of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share 's Applicable Percentage of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan 's Commitment. The Swing Line is a discretionary, uncommitted facility and provided, further, that Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to Borrower which notice may be given by Swing Line Lender shall not make any before or after Borrower requests a Swing Line Loan to refinance an outstanding hereunder. All Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.07, and reborrow under this Section 2.04. Each Swing Line Loan Loans shall either be a Base Rate LoanLoans or Eurodollar Floating Rate Loans, depending on the interest rate in effect therefor pursuant to 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 Revolving Proportionate Share 's Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to Lender, in reliance upon the agreements of the U.S. Dollar Revolving Credit Lenders set forth in this Section 2.04, shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the U.S. Revolving Credit Borrowers in U.S. Dollars from time to time on any Business Day during the period from the Funding Date Availability Period with respect to the date ten days prior to the U.S. Dollar Revolving Loan Maturity Date Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Total Revolving Loans, Swing Line Loans and L/C Obligations Credit Outstandings shall not exceed the Total aggregate amount of the Revolving Loan Commitment Credit Lenders’ Revolving Credit Commitments at such time, and (ii) the aggregate Effective Outstanding Amount of the U.S. Dollar Revolving Credit Loans of any U.S. Dollar Revolving Credit Lender (other than the Swing Line Lender)at such time, plus such U.S. Dollar Revolving Credit Lender’s Revolving Proportionate Share Applicable Percentage of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s U.S. Dollar Revolving Loan Credit Commitment, (iii) the Outstanding Amount of Swing Line Loans shall not exceed the Swing Line Sublimit and (iv) the Total U.S. Dollar Revolving Credit Outstandings shall not exceed the aggregate amount of the U.S. Dollar Revolving Credit Lenders’ U.S. Dollar Revolving Credit Commitments, and provided, further, that the Swing Line Lender U.S. Revolving Credit Borrowers shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the U.S. Revolving Credit Borrowers may borrow under this Section 2.04, prepay under Section 2.072.05, 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 U.S. Dollar Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such U.S. Dollar Revolving Credit Lender’s Revolving Proportionate Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to 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 in Dollars (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to until the Revolving Loan Maturity Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Lender’s Revolving Loan Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans Credit Outstandings of any Revolving Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limitslimits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest until maturity at a rate per annum equal to (i) the sum of the Base Rate Loanplus the Applicable Margin for Base Rate Loans under the Revolving Credit Facility as from time to time in effect or (ii) the Swing Line Lender’s Quoted Rate (computed on the basis of a year of 360 days for the actual number of days elapsed). 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 Revolving Proportionate Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth hereinherein (including without limitation Section 2.02), the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during (other than the period from the Funding Date to the date ten days prior to Closing Date) until the Revolving Loan Credit Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit$50,000,000, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans Class Percentage of the Revolving Credit Lender acting as Swing Line Lender in its capacity as a Lender of the outstanding principal amount of the Revolving LoansCredit Loans and R/C Letter of Credit Outstandings, may exceed the amount of such Lender’s Revolving Loan Credit Commitment; provided, however, provided that after giving effect to any Swing Line LoanLoan and the risk participations purchased by the Revolving Credit Lenders as set forth in the last sentence of this paragraph, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount outstanding principal amount of the Revolving Credit Loans of any Lender (other than the Swing Line Revolving Credit Lender), plus such Revolving Credit Lender’s Revolving Proportionate Share Class Percentage of the Effective Amount of all LR/C ObligationsLetter of Credit Outstandings, plus such Revolving Credit Lender’s Revolving Proportionate Share Class Percentage of the Effective Amount outstanding principal amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Loan Credit Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04borrow, prepay under Section 2.07, and reborrow under this Section 2.042.08. Each Swing Line Loan shall be a Base Rate an ABR 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 Revolving Proportionate Share Class Percentage times the principal amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Closing Date up to but not including the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each 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 Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, before making any Swing Line Loans (if at such time any Lender is a Deteriorating Lender), the Swing Line Lender may condition the provision of such Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to the Swing Line Lender (in its sole discretion) from either the Borrower or such Deteriorating Lender in respect of such Deteriorating Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Deteriorating Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Xxxxx Fargo and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. Such accounts must be subject to control agreements pursuant to which the Administrative Agent has “control,” as such term is used in the Uniform Commercial Code, sufficient to perfect on a first priority basis a security interest in such cash collateral. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate risk participation of such Deteriorating Lender in the relevant Swing Line Loan, the Borrower and/or such Deteriorating Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. At such times there are Swing Ling Loans outstanding for which funds are on deposit as Cash Collateral, such funds shall be applied as and when determined by the Swing Line Lender, to the extent permitted under applicable Governmental Approvals, to reimburse and otherwise pay the applicable obligations owing to the Swing Line Lender. The Lien held by the Administrative Agent in such Cash Collateral to secure the Obligations shall be released upon the earlier of (a) the date such Deteriorating Lender is replaced with a replacement Lender pursuant to Section 2.15 and (b) the date each of the following conditions is satisfied: (i) no Swing Line Loans shall be outstanding, (ii) all Swing Line Loans shall have been repaid in full and (iii) no Default shall have occurred and be continuing.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars to a Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Closing Date to until the date ten days which is one Business Day prior to the Revolving Loan Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such the Swing Line Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Total aggregate Participating Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Participating Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender a Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers a Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Bank of AmericaJPMorgan, in its capacity as Swing Line Lender agrees Lender, may in its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Closing Date to and until the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure shall not exceed the Total aggregate Revolving Loan Credit Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and provided, further, Credit Commitment then in effect; provided further that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding the foregoing, before making any Swing Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of AmericaJPMorgan and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Commitments have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during (other than the period from ClosingFifth Amendment Effective Date) until the Funding Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment at such time, and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan CommitmentCredit Commitment then in effect; provided further that, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. On the Maturity Date of the Original Maturity Revolving Credit Facility, the Pro Rata Share of the Outstanding Amount of Swing Line Loans of each Original Maturity Revolving Credit Lender shall be reallocated to the Extended Maturity Revolving Credit Lenders ratably in accordance with their Extended Maturity Revolving Credit Commitments but in any case, only to the extent the sum of the outstanding Original Maturity Revolving Credit Exposure does not exceed the total Extended Maturity Revolving Credit Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding anything to the contrary contained in this Section 2.04, the Swing Line Lender shall not be obligated to make any Swing Line Loans at any time when any Lender is a Defaulting Lender hereunder, unless cash collateral or other credit support reasonably satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Loan, or Borrower and/or Swing Line Lender have otherwise entered into arrangements reasonably satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, in which case, subject to the terms and conditions hereof, Swing Line Lender will make Swing Line Loans as set forth in Section 2.04(b).

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Original Closing Date to and until the date ten days prior to the Revolving Loan Maturity Date of the Series A Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Swing Line Lender’s Revolving Loan CommitmentCredit Commitment (and in addition (I) before the Maturity Date for the Series C Revolving Credit Facility, the Swing Line Lender shall not be required to make Swing Line Loans unless there shall be Revolving Credit Lenders that are not Defaulting Lenders holding Series A Revolving Credit Commitments, Series B Revolving Credit Commitments and Series D Revolving Credit Commitments in an aggregate amount that is not less than the Swing Line Sublimit and (II) on and after the Maturity Date for the Series C Revolving Credit Facility and before the Maturity Date for the Series D Revolving Credit Facility, the Swing Line Lender shall not be required to make Swing Line Loans unless there shall be Revolving Credit Lenders that are not Defaulting Lenders holding Series A Revolving Credit Commitments and Series B Revolving Credit Commitments in an aggregate amount that is not less than the Swing Line Sublimit); providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount Revolving Credit Exposure of all the Revolving Loans, Swing Line Loans and L/C Obligations Credit Lenders shall not exceed the Total aggregate Revolving Loan Credit Commitment at of the Revolving Credit Lenders (and (I) before the Maturity Date for the Series C Revolving Credit Facility, the Series A Revolving Credit Exposure, the Series B Revolving Credit Exposure and the Series D Revolving Credit Exposure (after giving effect to the reallocations referred to in Sections 2.03(p) and 2.04(h) as if they were to occur on such timedate) of each Series A Revolving Credit Lender, each Series B Revolving Credit Lender and each Series D Revolving Credit Lender that is not a Defaulting Lender shall not exceed such Series A Revolving Credit Lender’s Series A Revolving Credit Commitment, such Series B Revolving Credit Lender’s Series B Revolving Credit Commitment or such Series D Revolving Credit Lender’s Series D Revolving Credit Commitment, respectively and (II) on and after the Maturity Date for the Series C Revolving Credit Facility and before the Maturity Date for the Series D Revolving Credit Facility, the Series A Revolving Credit Exposure or the Series B Revolving Credit Exposure (after giving effect to the reallocations referred to in Sections 2.03(q) and 2.04(i) as if they were to occur on such date) of each Series A Revolving Credit Lender and each Series B Revolving Credit Lender that is not a Defaulting Lender shall not exceed such Series A Revolving Credit Lender’s Series A Revolving Credit Commitment and such Series B Revolving Credit Lender’s Series B Revolving Credit Commitment, respectively) and (ii) the aggregate Effective Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, and Credit Commitment then in effect; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate LoanLoan and bear interest at the Blended Base Rate Loan Interest Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Proportionate Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Date to the date ten days prior to Availability Period in respect of the Revolving Loan Maturity Date Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that should any Revolving Lender become a Defaulting Lender or an Impacted Lender, all Swing Line Loans shall be made at the sole and absolute discretion of the Swing Line Lender, and after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Total Outstandings shall not exceed the Total Aggregate Revolving Loan Commitment at such timeCommitments, and (ii) the aggregate Effective Outstanding Amount of the Committed Revolving Loans of any Lender (other than the Swing Line Revolving Lender), plus such Revolving Lender’s Revolving Proportionate Share Applicable Percentage of the Effective Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Revolving Proportionate Share Applicable Percentage of the Effective Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Commitment, and provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate Share Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. On Subject to the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers ), from time to time on any Business Day during the period from beginning on the Funding Business Day after the Closing Date to until the date ten days which is one (1) Business Day prior to the Revolving Loan Maturity Date of the Revolving Credit Commitments (taking into account the Maturity Date of any Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in CHAR1\1970297v6 an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender in its capacity as a Lender of Revolving LoansLender, may exceed the amount of such the Swing Line Lender’s Revolving Loan Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, Loan (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations Credit Exposure under such Revolving Credit Commitments shall not exceed the Total aggregate Revolving Loan Commitment at such timeCredit Commitments, and (ii) the aggregate Effective Amount of the Revolving Loans Credit Exposure of any Revolving Credit Lender (other than the Swing Line Lender), plus such Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Loan Credit Commitment, and ; provided, further, that the Swing Line Lender Borrower shall not make use the proceeds of any Swing Line Loan to refinance an any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.072.05, 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 Revolving Proportionate Lendxx’x Xro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. On the terms and subject to the conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrowers Borrower from time to time on any Business Day during the period from the Funding Effective Date to the date ten days prior to the Revolving Loan Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of Revolving Loans of the Swing Line Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Total Revolving Loan Commitment Facility at such time, time and (ii) the aggregate Effective Amount of the Revolving Loans of any Revolving Lender (other than the Swing Line Lender), plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all L/C Obligations, plus such Revolving Lender’s Revolving Proportionate Share of the Effective Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Loan Commitment, and provided, further, provided further that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.072.06, and reborrow under this Section 2.042.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender Revolving Lender, on a several basis, 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 Revolving Proportionate Share times the amount of such Swing Line Loan; provided, however, that the Revolving Lenders shall not have an obligation to purchase risk participations from the Swing Line Lender if the relevant Swing Line Loan was made without consent of the Required Revolving Lenders during the existence of an Event of Default of which the Swing Line Lender has actual knowledge. The Borrower shall pay all outstanding principal on Swing Line Loans (which may be refinanced as provided in Section 2.03(c)) on the fifteenth day of each month (or, if such date is not a Business Day, the next Business Day) and the last Business Day of each month.