Common use of Facility Clause in Contracts

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, make Swing Line Swingline Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Swingline Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Swingline Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Swingline Advance, (y) the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Commitments in effect at such time, and (z) the Revolving Tranche A Outstandings shall not exceed the Borrowing Base in effect at such time; (Bii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Diii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.4(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Swingline Advances and to refinance Swing Line Swingline Advances as provided belowbelow and as provided in Section 2.17.

Facility. On This Credit Agreement is with respect a Revolving Credit Loan, as set forth in the Rider. Subject to the terms and conditions set forth of this Credit Agreement and the Promissory Note (the terms of which are hereby incorporated by reference), the Lender agrees to make available to the Borrowers during the Revolving Eligibility Period, revolving loans (each, a “Revolving Loan” or “Loan” and collectively the “Revolving Loans” or “Loans”) from time to time in this Agreement, an aggregate principal amount which shall not exceed in the aggregate at any one time the Maximum Total Amount. Within the foregoing limits and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow this Credit Agreement, Lender shall permit Borrowers to borrow, repay and reborrow the Revolving Loans. Notwithstanding anything to the contrary herein, in reliance on the representations, warranties and covenants of each Borrower in this Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period may loan to Borrowers and Borrowers may borrow from the date of this Agreement until Lender Revolving Loans up to the last Business Day occurring before Maximum Total Amount. Prior to the Revolving Maturity Date, make Swing Line Advances under Borrowers may, within the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum limits of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line AdvancesMaximum Total Amount, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be borrow, repay and re-borrow sums made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advanceavailable under this Agreement, it being agreed by the Borrower understood that the giving parties reasonably contemplate that prior to the Revolving Maturity Date, and provided that neither Borrower is in default under any of its obligations to the Lender, payments by Borrowers in reduction of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower outstanding principal balance of the proceeds Revolving Loans shall become available to be re-advanced to or at the direction of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of Borrowers as provided under the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, up to the terms Maximum Total Amount. Under no circumstances shall the Lender be required to make any future Revolving Loans or advances which will result in an unpaid principal balance in excess of the AutoBorrow Maximum Total Amount. Borrowers shall repay the entire unpaid balance due or to become due under this Agreement shall govern and control. The indebtedness of including any contingent credits, obligations, advances or advices, if not sooner paid, in full on the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided belowMaturity Date.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement November 26, 2012 until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Diii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount Limit at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 250,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement April 15, 2014 until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Commitment Termination Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Commitment Termination Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 3.02 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (CB) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 500,000 and in integral multiples of $50,000 100,000 in excess thereof; and (DC) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.03(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness ; and (D) after giving effect to such Swing Line Advance, the aggregate Revolving Credit Exposure of the Borrower to Lenders shall not exceed the Swing Line Lender resulting from Swing Line Advances shall be evidenced by lesser of the Swing Line Noteaggregate Commitments in effect at such time and the Borrowing Base in effect at such time. 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 Advances and to refinance Swing Line Advances as provided below. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced as set forth in Section 2.01(b).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject Subject to the terms and conditions occurrence of such AutoBorrow Agreementthe Shelf Commencement Date, the Swing Line Lender mayPIM is willing to consider, in its sole discretiondiscretion and within limits that may be authorized for purchase by PIM and Prudential Affiliates from time to time, from time-to-the purchase after the Shelf Commencement Date of Shelf Notes pursuant to this Agreement. The willingness of PIM to consider such purchase of Shelf Notes is herein called the “Facility.” At any time on any Business Day during after the period from Shelf Commencement Date, (i) the date aggregate principal amount of Shelf Notes stated in Section 1C, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement until prior to such time, minus (iii) the last Business Day occurring before aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, plus (iv) the Maturity Dateaggregate principal amount of Accepted Notes the issuance of which is cancelled in accordance herewith, make Swing Line Advances under is herein called the Swing Line Note to “Available Facility Amount” at such time. For purposes of the Borrower which preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and calculated in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of Dollars with the aggregate amount of all Revolving Advances plus any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars being converted to Dollars at the Letter rate of Credit Exposure plus exchange used by PIM to calculate the aggregate outstanding amount of all Swing Line Advances, shall not exceed Dollar equivalent at the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving time of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effectAcceptance under Section 2B(5). NOTWITHSTANDING THE WILLINGNESS OF PIM TO CONSIDER PURCHASES OF SHELF NOTES UPON THE OCCURRENCE OF THE SHELF COMMENCEMENT DATE, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effectTHIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PIM NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfiedOR TO QUOTE RATES, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow AgreementSPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided belowAND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PIM OR ANY PRUDENTIAL AFFILIATE.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, make Swing Line Swingline Advances under the Swing Line Note to the US Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Advance may mature after Date, bearing interest at the Maturity Date), Adjusted Base Rate plus the Applicable Margin for US Base Rate Advances or such other per annum rate as agreed to between the US Borrower and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any timeSwingline Lender; provided that (Ai) after giving effect to such Swing Line Swingline Advance, the sum of the aggregate outstanding principal amount of all Revolving Swingline Advances plus advanced by the Letter of Credit Exposure plus Swingline Lender shall not exceed the aggregate outstanding amount of all Swing Line AdvancesSwingline Sublimit Amount; (ii) after giving effect to such Swingline Advance, the US Outstandings shall not exceed the aggregate US Commitments then in effect at such timeeffect; (Biii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the US Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Swingline Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness ; and (vi) if any Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, the Swingline Lender shall not be obligated to make any Swingline Advances unless the US Borrower shall have deposited with the US Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s or Potential Defaulting Lender’s Applicable Percentage of the aggregate Swingline Sublimit Amount; provided that, in the event that the US Administrative Agent, the US Borrower, and the Swingline Lender each agrees that a Defaulting Lender or a Potential Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or a Potential Defaulting Lender, then if no Default exists, any cash collateral posted by the US Borrower pursuant to this clause (vi) with respect to such Lender shall be returned to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line NoteUS Borrower. 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 Swingline Advances and to refinance Swing Line Swingline Advances as provided belowbelow and as provided in Section 2.18.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, make Swing Line Swingline Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Swingline Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Swingline Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Swingline Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Commitments then in effect at such timeeffect; (Bii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Diii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.4(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Swingline Advances and to refinance Swing Line Swingline Advances as provided belowbelow and as provided in Section 2.17.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender maymay (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the US Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Dateas provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, US Outstandings shall not exceed the lesser of (A) the aggregate US Commitments in effect at such time and (B) the Borrowing Base in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the US Borrower that the giving of the applicable Notice of Revolving US Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Facility Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On (i) Subject to the terms and conditions set forth herein, each Swingline Lender under the Facility in reliance upon the agreements of the other Revolving Lenders set forth in this AgreementSection 2.23, make available Swingline Loans to the relevant Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans under the Facility exceeding the Swingline Sublimit for the Facility, (ii) any Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment for the Facility or (iii) the total Revolving Exposures exceeding the Maximum Borrowing Amount, at such time; provided, that a Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and if an AutoBorrow Agreement is in effect, subject to the terms and conditions set forth herein, the Borrower under the Facility may borrow, prepay and reborrow Swingline Loans. Such Swingline Loans shall bear interest at the rate then applicable to Revolving Loans based on the Alternate Base Rate under the Facility. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such AutoBorrow Agreementrequest by facsimile or electronic communication (if arrangements for doing so have been approved by the Administrative Agent), not later than 2:00 p.m. Local Time on the Swing Line day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender may, in its sole discretion, from time-to-time on of any Business Day during the period such notice received from the date of this Agreement until the last Business Day occurring before the Maturity Date, Borrower. Such Swingline Lender shall make Swing Line Advances under the Swing Line Note each Swingline Loan available to the Borrower which shall be due and payable on by means of a credit in accordance with the Swing Line Payment Date instructions of the Borrower (except that no Swing Line Advance may mature after including, in the Maturity Datecase of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.24(e), and in an aggregate outstanding principal amount not by remittance to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfiedIssuing Bank, and in the event that any case of the terms repayment of this Section 2.3(f)(i) conflict with such AutoBorrow Agreementanother Loan or fees or expenses, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower by remittance to the Swing Line Lender resulting from Swing Line Advances shall Administrative Agent to be evidenced by distributed to the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have relevant Lenders) on the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowrequested date of such Swingline Loan.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the each Swing Line Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower (or in the case of the Global Flow AutoBorrow, to Global Flow) which shall be due and payable on the Swing Line Payment Date Date, bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate as agreed to between the Borrower (except that no or in the case of the Global Flow AutoBorrow, Global Flow) and the applicable Swing Line Advance may mature Lender; provided that (i) after giving effect to such Swing Line Advance, the Maturity Date), and in an aggregate outstanding principal amount of all Swing Line Advances advanced by such Swing Line Lender shall not to exceed the its Swing Line Sublimit Amount at any timeAmount; provided that (Aii) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Dollar Equivalent of the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such timeCommitments; (Biii) no Swing Line Advance shall be made by the a Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower (or in the case of the Global Flow AutoBorrow, Global Flow) of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness ; and (vi) if any Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, no Swing Line Lender shall be obligated to make any Swing Line Advances unless the Borrower shall have deposited with the Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s or Potential Defaulting Lender’s Pro Rata Share of the Borrower to aggregate Swing Line Sublimit Amount; provided that, in the event that the Administrative Agent, the Borrower, and the Swing Line Lenders each agrees that a Defaulting Lender resulting from Swing Line Advances or a Potential Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or a Potential Defaulting Lender, then if no Default exists, any cash collateral posted by the Borrower pursuant to this clause (vi) with respect to such Lender shall be evidenced by returned to the Swing Line NoteBorrower. 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 Advances and to refinance Swing Line Advances as provided belowbelow and as provided in Section 2.16(d).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionagrees, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, to make Swing Line Swingline Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Advance may mature after Date, bearing interest at the Maturity Date), and in an aggregate outstanding principal amount not to exceed Adjusted Base Rate plus the Swing Line Sublimit Amount at any timeApplicable Margin for Base Rate Advances; provided (i) that (A) after giving effect to such Swing Line Swingline Advance, the sum of (A) the aggregate outstanding principal amount of all Revolving Swingline Advances plus advanced by Swingline Lender shall not exceed the Letter of Credit Exposure plus Swingline Sublimit Amount, (B) the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Commitments in effect Commitments, (C) no Lender’s Applicable Percentage of the Outstandings shall exceed such Lender’s Commitment, and (D) the Outstandings shall not exceed the Borrowing Base at such time; (Bii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; and (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Swingline Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Swingline Advances and to refinance Swing Line Swingline Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender maymay (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the US Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Dateas provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving US Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate US Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the US Borrower that the giving of the applicable Notice of Revolving US Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Facility Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from and including the date of this Agreement Effective Date until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus (A) the aggregate outstanding principal amount of all Swing Line Advances, Advances shall not exceed the Swing Line Sublimit Amount in effect at such time and (B) the aggregate Revolving Credit Exposures of all Lenders shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Revolving Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement April 15, 2014 until the last Business Day occurring before the Maturity Amendment No. 2 Effective Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Amendment No. 2 Effective Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.. 50

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Date, bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate as agreed to between the Borrower and the Swing Line Advance may mature Lender; provided that (i) after giving effect to such Swing Line Advance, the Maturity Date), and in an aggregate outstanding principal amount not to exceed of all Swing Line Advances advanced by the Swing Line Lender shall not exceed its Swing Line Sublimit Amount at any timeAmount; provided that (Aii) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Dollar Equivalent of the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such timeRevolving Commitments; (Biii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to ; and (vi) if any Revolving Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, the Swing Line Lender resulting from shall not be obligated to make any Swing Line Advances unless the Borrower shall be evidenced by have deposited with the Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s or Potential Defaulting Lender’s Revolving Pro Rata Share of the aggregate Swing Line Sublimit Amount; provided that, in the event that the Administrative Agent, the Borrower, and the Swing Line NoteLender each agrees that a Defaulting Lender or a Potential Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or a Potential Defaulting Lender, then if no Default exists, any cash collateral posted by the Borrower pursuant to this clause (vi) with respect to such Lender shall be returned to the Borrower. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Revolving Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided belowbelow and as provided in Section 2.16(d).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender maymay (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the US Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Dateas provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, US Outstandings shall not exceed the aggregate US Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the US Borrower that the giving of the applicable Notice of Revolving US Borrowing and the acceptance by the US Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the US Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Facility Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.. 55

Facility. On the terms and subject to the conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line each Noncommitted Lender may, in its sole discretion, make Advances (to the extent of its Available Commitment Amount) to the Borrower on a revolving basis from time-to-time on any Business Day to time during the period from commencing on the date of this Agreement until Effective Date and ending on the last Business Day occurring before the Maturity Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. If on any day there shall be more than one Noncommitted Lender, any Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of their respective Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make Swing Line an Advance in its allocated amount. If a Noncommitted Lender elects not to make a requested Advance, each of the Committed Lenders with respect to such Noncommitted Lender shall make Advances under (in an aggregate amount equal to the Swing Line Note requested Advance) to the Borrower which shall be due (to the extent of the unutilized Commitment of each such Committed Lender and payable pro rata among such Committed Lenders in accordance with their respective Adjusted Commitment Percentages) on a revolving basis from time to time during the period commencing on the Swing Line Payment Effective Date (except that no Swing Line Advance may mature after and ending on the Maturity Facility Termination Date), and in an . The lending arrangement made available to the Borrower pursuant to the preceding sentences of this Section 2.1 is herein called the “Facility”. The aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate from time to time outstanding amount of all Swing Line Advances, hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the Borrowing Base. In addition, under no circumstances shall any Lender make any Advance if after giving effect thereto the aggregate outstanding principal balance of all Advances owing to such Lender would exceed (i) if such Lender is a Noncommitted Lender, its Maximum Loan Amount or (ii) if such Lender is a Committed Lender, its applicable Commitment less its Adjusted Commitment Percentage of the outstanding principal balance of all Advances owing to its Noncommitted Lender. The Committed Lenders may not reduce their respective Commitments in effect at such time; (B) no Swing Line Advance during the term of this Agreement other than as expressly provided under Section 2.5. Within the limits of the Facility, the Borrower may borrow, prepay and reborrow under this Section 2.1. No additional Advances may be made if the Backup Servicer shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met acting as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided belowServicer.

Facility. On the terms and subject to the conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line each Noncommitted Lender may, in its sole discretion, make Advances (to the extent of its Available Commitment Amount) to the Borrower on a revolving basis from time-to-time on any Business Day to time during the period from commencing on the date of this Agreement until Effective Date and ending on the last Business Day occurring before the Maturity Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. If on any day there shall be more than one Noncommitted Lender, any Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of their respective Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make Swing Line an Advance in its allocated amount. If a Noncommitted Lender elects not to make a requested Advance, each of the Committed Lenders with respect to such Noncommitted Lender shall make Advances under (in an aggregate amount equal to the Swing Line Note requested Advance) to the Borrower which shall be due (to the extent of the unutilized Commitment of each such Committed Lender and payable pro rata among such Committed Lenders in accordance with their respective Adjusted Commitment Percentages) on a revolving basis from time to time during the period commencing on the Swing Line Payment Effective Date (except that no Swing Line Advance may mature after and ending on the Maturity Facility Termination Date), and in an . The lending arrangement made available to the Borrower pursuant to the preceding sentences of this Section 2.1 is herein called the “Facility”. The aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate from time to time outstanding amount of all Swing Line Advances, hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the Initial Borrowing Base. In addition, under no circumstances shall any Lender make any Advance if after giving effect thereto the aggregate Commitments in effect at outstanding principal balance of all Advances owing to such time; Lender would exceed (Bi) no Swing Line Advance if such Lender is a Noncommitted Lender, its Maximum Loan Amount or (ii) if such Lender is a Committed Lender, its applicable Commitment. Within the limits of the Facility, the Borrower may borrow, prepay and reborrow under this Section 2.1. No additional Advances may be made if the Backup Servicer shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met acting as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided belowServicer.

Facility. On the terms and subject to the conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line each Noncommitted Lender may, in its sole discretion, make Advances (to the extent of its Available Commitment Amount) to the Borrower on a revolving basis from time-to-time on any Business Day to time during the period from commencing on the date of this Agreement until Effective Date and ending on the last Business Day occurring before the Maturity Facility Termination Date, in each case in such amounts as may be requested by the Borrower pursuant to Section 2.2. If on any day there shall be more than one Noncommitted Lender, any Advance requested by the Borrower on such day shall be allocated among the Noncommitted Lenders pro rata on the basis of their respective Noncommitted Percentages and each Noncommitted Lender may, in its sole and absolute discretion, determine whether to make Swing Line an Advance in its allocated amount. If a Noncommitted Lender elects not to make a requested Advance, each of the Committed Lenders with respect to such Noncommitted Lender shall make Advances under (in an aggregate amount equal to the Swing Line Note requested Advance) to the Borrower which shall be due (to the extent of the unutilized Commitment of each such Committed Lender and payable pro rata among such Committed Lenders in accordance with their respective Adjusted Commitment Percentages) on a revolving basis from time to time during the period commencing on the Swing Line Payment Effective Date (except that no Swing Line Advance may mature after and ending on the Maturity Facility Termination Date), and in an . The lending arrangement made available to the Borrower pursuant to the preceding sentences of this Section 2.1 is herein called the “Facility”. The aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate from time to time outstanding amount of all Swing Line Advances, hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the Initial Borrowing Base. In addition, under no circumstances shall any Lender make any Advance if after giving effect thereto the aggregate Commitments in effect at outstanding principal balance of all Advances owing to such time; Lender would exceed (Bi) no Swing Line Advance if such Lender is a Noncommitted Lender, its Maximum Loan Amount or (ii) if such Lender is a Committed Lender, its applicable Commitment. Within the limits of the Facility, the Borrower may borrow, prepay and reborrow under this Section 2.1. No additional Advances may be made if the Backup Servicer shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met acting as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and controlServicer. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]

Facility. On Any Term A-1 Borrowing repaid or prepaid may not be reborrowed. Term A-1 Loans may be Base Rate Loans or Eurodollar RateTerm SOFR Loans, as further provided herein; provided, that, any Term A-1 Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Term A-1 Borrowing.. (b) Term A-2 Borrowing. Subject to the terms and conditions set forth in this Agreementherein, and if an AutoBorrow Agreement is in effect, subject each Term A-2 Lender severally agrees to make a Term A-2 Loan to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender mayBorrower, in its sole discretionDollars, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment ClosingThird Amendment Effective Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum Term A-2 Lender’s Applicable Percentage of the aggregate Term A-2 Facility, it being understood and agreed that each Term A-2 Lender shall make its Term A-2 Loan to the Borrower on the Third Amendment Effective Date by (i) continuing all or any portion of any term loan outstanding under this Agreement immediately prior to the Third Amendment Effective Date, and/or (ii) advancing an additional amount constituting all or any portion of all Revolving Advances plus its Term A-2 Loan not otherwise constituting a continuing portion of any term loan outstanding under this Agreement immediately prior to the Letter Third Amendment Effective Date. Each Term A-2 Borrowing shall consist of Credit Exposure plus Term A-2 Loans made simultaneously by the aggregate outstanding amount Term A-2 Lenders in accordance with their respective Applicable Percentage of all Swing Line Advancesthe Term A-2 Facility. Any Term A-2 Borrowing repaid or prepaid may not be reborrowed. Term A-2 Loans may be Base Rate Loans or Eurodollar RateTerm SOFR Loans, shall not exceed as further provided herein; provided, that, any Term A-2 Borrowing made on the aggregate Commitments in effect at such time; Closing Date or any of the three (B3) no Swing Line Advance Business Days following the Closing Date shall be made by as Base Rate Loans unless the Swing Line Lender if the conditions set forth in Section 3.2 have Borrower delivers a Funding Indemnity Letter not been met as of less than three (3) Business Days prior to the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; Term A-2 Borrowing.. (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.c)

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Scheduled Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Scheduled Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), bearing interest at the Adjusted Reference Rate plus the Applicable Margin for Reference Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate unpaid principal amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the lesser of (A) the aggregate Commitments Commitments, and (B) if the Borrowing Base is in effect at such time, the Borrowing Base; (Bii) no Swing Line Advances may be made during the existence of a Borrowing Base Deficiency; (iii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; and (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity DateAvailability Period, make Swing Line Advances under the Swing Line Note Swingline Loans to the each Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except Date, notwithstanding the fact that no Swing Line Advance such Swingline Loans, when aggregated with the Credit Exposure of the Swingline Lender in its capacity as a Lender, may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any timeamount of such Lender’s Commitment; provided that (Ai) after giving effect to such Swing Line AdvanceSwingline Loan, the sum of (A) the aggregate outstanding principal amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Swingline Loans shall not exceed the aggregate Commitments Swingline Sublimit Amount in effect at such time; , (B) the aggregate Credit Exposures of all Lenders shall not exceed the Aggregate Commitment in effect at such time, and (C) if the US Borrower requested such Swingline Loan, the aggregate Credit Exposures of all Lenders to the US Borrower would not exceed the US Sub-Facility Limit; (ii) no Swing Line Advance Swingline Loan shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 4.02 have not been met as of the date of such Swing Line AdvanceSwingline Loan, it being agreed by the each Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the such Borrower of the proceeds of such Swing Line Advance Swingline Loan shall constitute a representation and warranty by the such Borrower that on the date of such Swing Line Advance Swingline Loan such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance Swingline Loan shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 100,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.10(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances Swingline Loans and to refinance Swing Line Advances Swingline Loans as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, Agreement as to US Swingline Borrowings: (i) the Swing Line US Swingline Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement Effective Date until the last Business Day occurring before the Maturity Date, make Swing Line US Swingline Advances under the Swing Line Note in Dollars to the US Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit US Swingline Amount at any time, and (ii) the Canadian Swingline Lender shall, from time-to-time on any Business Day from the Effective Date until the last Business Day occurring before the Maturity Date, make Canadian Swingline Advances in Canadian Dollars to the Canadian Borrower in an aggregate principal amount not to exceed the Canadian Swingline Amount outstanding at any time; provided that that, in any event, (A) after giving effect to such Swing Line Swingline Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, US Outstandings shall not exceed the aggregate US Commitments in effect at such time and the Canadian Outstandings shall not exceed the aggregate Canadian Commitments in effect at such time; , (B) no Swing Line Swingline Advance shall be made by the Swing Line either Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, Swingline Advance (it being agreed by the Borrower Borrowers that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Applicable Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Swing Line Swingline Advance such conditions have been met; ), and (C) only if an AutoBorrow Agreement is not in effectwith respect to a US Swingline Borrowing, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.4(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness Borrowers agree that the giving of the Borrower to applicable Notice of Borrowing and the Swing Line Lender resulting from Swing Line Advances shall be evidenced acceptance by the Swing Line NoteApplicable Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the such Borrower that on the date of such Swingline Advance the conditions set forth in Section 3.2 have been met. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each US Lender shall have the obligation to purchase and fund risk participations in the Swing Line US Swingline Advances and to refinance Swing Line US Swingline Advances as provided belowbelow and as provided in Section 2.18.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Revolving Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(g)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from and including the date of this Agreement Effective Date until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus (A) the aggregate outstanding principal amount of all Swing Line Advances, Advances shall not exceed the Swing Line Sublimit Amount in effect at such time and (B) the aggregate Commitments Revolving Credit Exposures of all Lenders shall not exceed the Aggregate Commitment in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Scheduled Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Scheduled Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of -33- the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (Diii) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Date, bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate as agreed to between the Borrower and the Swing Line Advance may mature Lender; provided that (i) after giving effect to such Swing Line Advance, the Maturity Date), and in an aggregate outstanding principal amount of all Swing Line Advances advanced by the Swing Line Lender shall not to exceed the Swing Line Sublimit Amount at any timeAmount; provided that (Aii) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Dollar Equivalent of the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments Borrowing Limit then in effect at such timeeffect; (Biii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to ; and (vi) if any Lender is at such time a Defaulting Lender hereunder, the Swing Line Lender resulting from shall not be obligated to make any Swing Line Advances unless the Borrower shall be evidenced by have deposited with the Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s Revolving Pro Rata Share of the aggregate Swing Line Sublimit Amount; provided that, in the event that the Administrative Agent, the Borrower, and the Swing Line NoteLender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then if no Default exists, any cash collateral posted by the Borrower pursuant to this clause (vi) with respect to such Lender shall be returned to the Borrower. 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 Advances and to refinance Swing Line Advances as provided belowbelow and as provided in Section 2.16(d).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretionshall, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Date, bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances or such other per annum rate as agreed to between the Borrower and the Swing Line Advance may mature Lender; provided that (i) after giving effect to such Swing Line Advance, the Maturity Date), and in an aggregate outstanding principal amount of all Swing Line Advances advanced by the Swing Line Lender shall not to exceed the Swing Line Sublimit Amount at any timeAmount; provided that (Aii) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Dollar Equivalent of the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such timeRevolving Commitments; (Biii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Civ) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement; and (Dv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to ; and (vi) if any Lender is at such time a Defaulting Lender hereunder, the Swing Line Lender resulting from shall not be obligated to make any Swing Line Advances unless the Borrower shall be evidenced by have deposited with the Administrative Agent into the Cash Collateral Account cash collateral in an amount equal to such Defaulting Lender’s Revolving Pro Rata Share of the aggregate Swing Line Sublimit Amount; provided that, in the event that the Administrative Agent, the Borrower, and the Swing Line NoteLender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then if no Default exists, any cash collateral posted by the Borrower pursuant to this clause (vi) with respect to such Lender shall be returned to the Borrower. 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 Advances and to refinance Swing Line Advances as provided belowbelow and as provided in Section 2.16(d).

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity DateAvailability Period, make Swing Line Advances under the Swing Line Note Swingline Loans to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except Date, notwithstanding the fact that no Swing Line Advance such Swingline Loans, when aggregated with the Credit Exposure of the Swingline Lender in its capacity as a Lender, may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any timeamount of such Lender’s Commitment; provided that (Ai) after giving effect to such Swing Line AdvanceSwingline Loan, the sum of (A) the aggregate outstanding principal amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Swingline Loans shall not exceed the Swingline Sublimit Amount in effect at such time and (B) the aggregate Commitments Credit Exposures of all Lenders shall not exceed the Aggregate Commitment in effect at such time; (Bii) no Swing Line Advance Swingline Loan shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 4.02 have not been met as of the date of such Swing Line AdvanceSwingline Loan, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance Swingline Loan shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance Swingline Loan such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance Swingline Loan shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 100,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.10(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances Swingline Loans and to refinance Swing Line Advances Swingline Loans as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionshall, from time-to-time to time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Maturity DateAvailability Period, make Swing Line Advances under the Swing Line Note Swingline Loans to the each Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except Date, notwithstanding the fact that no Swing Line Advance such Swingline Loans, when aggregated with the Credit Exposure of the Swingline Lender in its capacity as a Lender, may mature after the Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any timeamount of such Lender’s Commitment; provided that (Ai) after giving effect to such Swing Line AdvanceSwingline Loan, the sum of (A) the aggregate outstanding principal amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, Swingline Loans shall not exceed the Swingline Sublimit Amount in effect at such time and (B) the aggregate Commitments Credit Exposures of all Lenders shall not exceed the Aggregate Commitment in effect at such time; (Bii) no Swing Line Advance Swingline Loan shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 4.02 have not been met as of the date of such Swing Line AdvanceSwingline Loan, it being agreed by the each Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the such Borrower of the proceeds of such Swing Line Advance Swingline Loan shall constitute a representation and warranty by the such Borrower that on the date of such Swing Line Advance Swingline Loan such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance Swingline Loan shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 100,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.10(a) conflict with such AutoBorrow Agreement, the terms of the such AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances Swingline Loans and to refinance Swing Line Advances Swingline Loans as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender maymay (but is not obligated to), in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Maturity Dateas provided in Section 2.6(c) and bear interest as provided in Section 2.8(c), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $C$100,000 and in integral multiples of $C$50,000 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Revolving Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Swingline Lender may, in its sole discretionagrees, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before immediately preceding the Maturity Date, to make Swing Line Swingline Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Swingline Payment Date (except that no Swing Line Advance may mature after Date, bearing interest at the Maturity Date), and in an aggregate outstanding principal amount not to exceed Adjusted Base Rate plus the Swing Line Sublimit Amount at any timeApplicable Margin for Base Rate Advances; provided (i) that (A) after giving effect to such Swing Line Swingline Advance, the sum of (A) the aggregate outstanding principal amount of all Revolving Swingline Advances plus advanced by Swingline Lender shall not exceed the Letter of Credit Exposure plus Swingline Sublimit Amount, (B) the aggregate outstanding amount of all Swing Line Advances, Outstandings shall not exceed the aggregate Commitments in effect Commitments, (C) no Lender's Applicable Percentage of the Outstandings shall exceed such Lender's Commitment, and (D) the Outstandings shall not exceed the Borrowing Base at such time; (Bii) no Swing Line Swingline Advance shall be made by the Swing Line Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Swingline Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Swingline Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Swingline Advance such conditions have been met; and (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Swingline Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Swingline Advances and to refinance Swing Line Swingline Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (A) after giving effect to such Swing Line Advance, the sum of the aggregate amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Commitments in effect at such time; (B) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (C) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 and in integral multiples of $50,000 in excess thereof; and (D) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.

Facility. On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender may, in its sole discretion, from time-to-time on any Business Day during the period from the date of this Agreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), bearing interest at the Adjusted Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate outstanding principal amount not to exceed the Swing Line Sublimit Amount at any time; provided that (Ai) after giving effect to such Swing Line Advance, the sum of the aggregate outstanding amount of all Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at such time; (Bii) no Swing Line Advance shall be made by the Swing Line Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Revolving Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (Ciii) only if an AutoBorrow Agreement is not in effect, each Swing Line Advance shall be in an aggregate amount not less than $100,000 100,000.00 and in integral multiples of $50,000 50,000.00 in excess thereof; and (Div) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.3(f)(i2.3(a) conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Advances shall be evidenced by the Swing Line Note. 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 Advances and to refinance Swing Line Advances as provided below.