Common use of The Swing Line Clause in Contracts

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure shall not exceed the lesser of (I) Revolving Facility Commitments and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan. For the avoidance of doubt, on the Closing Date, there is no commitment to make Swing Line Loans hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may may, in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Revolving Credit Lender (other than the Revolving Credit Lender acting as Swing Line Lender as described above) shall not exceed such Lender’s Revolving Facility Credit Commitment, ; (yii) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan; and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.2, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers Borrower from time to time on any Business Day during the Availability Period period from the Closing Date to the Maturity Date for the Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure of all Revolving Credit Lenders shall not exceed the lesser aggregate amount of (I) the Revolving Facility Credit Commitments of the Revolving Credit Lenders, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest errorin its sole discretion) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.2, prepay under Section 2.052.8(b), and reborrow under this Section 2.042.2. Each Swing Line Loan shall bear interest only at as a rate based on the Base RateRate Portion. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may 2.04 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Letter of Credit Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Maximum Borrowing Amount, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan. Within the foregoing limits and (z) subject to the discretion of the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limitsLoans, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06(a)(ii), and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Revolving Credit Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees that it, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility CommitmentPeriod; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure aggregate Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (I) Revolving Facility Commitments and (II) the Borrowing Base Swing Line Subfacility, (ii) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility and (iii) the Revolving Credit Exposure of any Revolving Credit Lender (including the Lender acting as Swing Line Lender) shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment (subject to the discretion of any L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting ExposureExposure unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or the applicable Lender to eliminate such Fronting Exposure (after giving effect to Section 2.17(a)(iv)). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.22, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Revolving Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Commitment Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations Credit of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Outstanding Revolving Facility Credit Exposure shall not exceed the lesser of (I) Total Revolving Facility Commitments at such time, and (II) the Borrowing Base (ii) the Outstanding Revolving Facility Credit Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension credit extension may have, Fronting Exposure. Within the foregoing limits, limits and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.22, prepay under Section 2.052.08, and reborrow under this Section 2.042.22. Each Swing Line Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) that after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base RateRate plus the Applicable Rate for Base Rate Loans made under the Revolving Credit Facility. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Loan shall be allocated on a pro rata basis to the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche based on the Revolving Credit Commitments thereunder. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.03, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.042.03, prepay under Section 2.052.04, and reborrow under this Section 2.042.03. Each Swing Line Loan shall bear be either a Base Rate Loan or, as requested by the Company and as agreed to by the Administrative Agent and Swing Line Lender, a Loan that bears interest only at a rate based on the Base AFX Overnight Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Loan shall be allocated on a pro rata basis to the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche based on the Revolving Credit Commitments thereunder. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan. For the avoidance of doubt, on the Closing Date, there is no commitment to make Swing Line Loans hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, herein and in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion each Swing Line Lender shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share (with respect to the Revolving Facility Percentage Credit Facility) of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the applicable Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments and (II) the Borrowing Base Credit Facility, (ii) the aggregate Outstanding Amount of the Revolving Facility Credit Exposure Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Facility CommitmentCredit Commitment and (iii) the aggregate Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Pro Rata Share of the Revolving Credit Facility Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender shall make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Revolving Credit Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Credit Facility, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) that the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan or a Daily Floating LIBOR Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers applicable Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period with respect to the USD Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of USD Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s USD Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments and (II) the Borrowing Base (ii) the USD Revolving Facility Credit Exposure of any USD Revolving Credit Lender shall not exceed such USD Revolving Credit Lender’s USD Revolving Facility Credit Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. For the avoidance of doubt, Swing Line Loans made to the U.K. Borrower shall be made under the U.K. Borrower Sublimit, Swing Line Loans made to the Designated Borrowers shall be made under the Designated Borrower Sublimit and Swing Line Loans made to the Company shall be made under the Revolving Credit Facility. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each USD Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such USD Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage Pro Rata Share of the Outstanding Amount of Revolving Facility Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Facility Commitment, (y) and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to one or more Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the ClosingAmendment No. 3 Effective Date and until the Maturity Date of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage Pro Rata Share of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Facility Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure shall not exceed the lesser of (I) aggregate Revolving Facility Commitments Credit Commitment and (II) the Borrowing Base (ii) the aggregate Outstanding Amount of the Revolving Facility Credit Exposure Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Facility CommitmentCredit Commitment then in effect; provided, (y) further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Percentage Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding the foregoing, before making any Swing Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Loans have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will have, after giving effect to the provisions of Section 2.17(a)(iv), Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) and provided, further, that the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Multicurrency Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Multicurrency Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Multicurrency Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Multicurrency Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Multicurrency Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Multicurrency Revolving Facility Credit Commitment, (y) the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Multicurrency Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Multicurrency Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Lead Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the aggregate Outstanding Amount of the Revolving Facility Credit Exposure Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan. Neither the German Borrower nor the UK Borrower may borrow under the Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure that is not secured by cash or Cash Equivalents in the Minimum Collateral Amount of such Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (xw) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (yx) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and Loan, (zy) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting ExposureExposure and (z) the obligation of the Swing Line Lender to make any Swing Line Loan shall be at its sole discretion if, after giving effect to such Swing Line Loan, the Outstanding Amount of all Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, would exceed the amount of such Lender’s Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers a Domestic Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers such Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers a Domestic Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) that after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base RateRate plus the Applicable Rate for Base Rate Loans made under the Revolving Credit Facility. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Loan shall be allocated on a pro rata basis to the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche based on the Revolving Credit Commitments thereunder. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan. For the avoidance of doubt, on the ClosingSixth Amendment Effective Date, there is no commitment to make Swing Line Loans hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, provided that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “"Swing Line Loan”") to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s 's Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s 's Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable 's Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion shall make revolving loans (each such revolving loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as the Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Upon notice from the Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon Lender following the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such LenderLxxxxx’s Revolving Facility Credit Commitment, (y) and provided, further, that the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may 2.04 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Letter of Credit Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Maximum Borrowing Amount, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan. Within the foregoing limits and (z) subject to the discretion of the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limitsLoans, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06(a)(ii), and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.3, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Commitment Percentage of the aggregate outstanding principal amount of Revolving Credit Loans and L/C Obligations of such Lender acting as a Swing Line Lender plus the aggregate outstanding principal amount of all Swing Line Loans made by such Swing Line Lender shall not exceed the lesser amount of (I) such Lender’s Revolving Facility Commitments and (II) the Borrowing Base Credit Commitment, (ii) the Revolving Facility Credit Exposure of all Lenders shall not exceed the Total Revolving Credit Commitments, (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility CommitmentCredit Commitment and (iv) Availability shall be greater than or equal to $0, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.3, prepay under Section 2.055.1, and reborrow under this Section 2.042.3. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan (each a “Swing Line Participation”) in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Credit Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one the Company or more Borrowers a Designated Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (ix) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (iiy) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (yii) neither the Borrowers Company nor any Designated Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company and the Designated Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Loan Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments and (II) the Borrowing Base Available Loan Amount, (ii) the Total Revolving Facility Outstandings shall not exceed the Available Revolving Loan Amount, and (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Loan Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.052.04, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender at such time shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) and provided further that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers a Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers any Borrower from time to time on any Business Day during the Availability Period with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, provided that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) ; provided further that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers any Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender shall make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Revolving Credit Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Credit Facility, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) that the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, provided that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) ; provided further that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers Borrower from time to time on any Business Day during the Availability Period in respect of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Credit Facility, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any a Revolving Credit Lender at such time shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Credit Facility, and (II) the Borrowing Base (ii) the aggregate Outstanding Amount of the Revolving Facility Credit Exposure Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers a Domestic Borrower from time to time on any Business Day during the Availability Period for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers such Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers a Domestic Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) in Dollars to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Credit Facility, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such CHL:63544.12 Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may 2.04 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Letter of Credit Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Maximum Borrowing Amount, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan. Within the foregoing limits and (z) subject to the discretion of the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limitsLoans, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06(a)(ii), and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be (i) in the case of Swing Line Loans denominated in Dollars, a rate based on Base Rate Loan and (ii) in the Base Ratecase of Swing Line Loans denominated in Canadian Dollars, a Canadian Prime Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company, in Dollars, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) and provided, further, that the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “"Swing Line Loan”") to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s 's Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s 's Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, have Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility 's Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (xw) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (yx) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and Loan, (zy) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting ExposureExposure and (z) the obligation of the Swing Line Lender to make any Swing Line Loan shall be at its sole discretion if, after giving effect to such Swing Line Loan, the Outstanding Amount of all Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, would exceed the amount of such Xxxxxx’s Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one the Borrower or more Borrowers the Designated Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure shall not exceed the lesser of (I) total Revolving Facility Commitments Commitment and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) neither the Borrowers Borrower nor the Designated Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by making of such Credit Extension Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower and the Designated Borrower may borrow under this Section 2.04, prepay under Section 2.052.11, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Percentage times multiplied by the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower, from time to time on any Business Day during the Availability Period that it is making such loans available to its other commercial banking customers, in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars (each such loan, a “"Swing Line Loan”") to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (xw) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Aggregate Commitments and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility 's Commitment, (yx) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and Loan, (zy) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting ExposureExposure and (z) the obligation of the Swing Line Lender to make any Swing Line Loan shall be at its sole discretion if, after giving effect to such Swing Line Loan, the Outstanding Amount of all Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, would exceed the amount of such Lender's Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility 's Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) in Dollars to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Credit Facility, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.. CHL:83643.8

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such LenderLxxxxx’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan. Except for purposes of calculating the Commitment Fee, availability under the Revolving Credit Facility shall be reduced on a dollar-for-dollar basis by Borrowings of Swing Line Loans.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.Line

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars to the U.S. Borrower (each such loan, a “Swing Line Loan”) to one or more Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers U.S. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers U.S. Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers Toro from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Commitment, Credit Commitment and (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Toro may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a (x) the Base Rate plus the Applicable Margin for Base Rate Loans or (y) such other rate based quoted to Toro by the Swing Line Lender on the Base Ratedate any Swing Line Loan shall be requested. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may may, in its sole discretion discretion, make loans denominated in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, provided that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the aggregate Outstanding Amount of the Revolving Facility Credit Exposure Loans of any Lender Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may would reasonably be expected to have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such LenderLxxxxx’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Global Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Global Revolving Facility Credit Percentage of the Outstanding Amount of Global Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Global Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) each of the Revolving Facility Credit Exposure Extension Requirements shall not exceed the lesser of (I) Revolving Facility Commitments and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitmentbe satisfied, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Global Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Global Revolving Facility Credit Lender’s applicable Applicable Global Revolving Facility Credit Percentage (determined without regard to any separate Class or Classes of Revolving Credit Commitments of such Lender) times the amount of such Swing Line Loan. All Swing Line Loans shall be issued under the Global Revolving Credit Commitments and no Domestic Revolving Credit Lender shall have any obligation or be deemed to participate in any Swing Line Loan on account of its Domestic Revolving Credit Commitments.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “"Swing Line Loan”") to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s 's Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s 's Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable 's Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “"Swing Line Loan”") to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage Pro Rata Share of the Outstanding Amount of Revolving Facility Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility 's Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Facility 's Commitment, (y) and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Percentage 's Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Global Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each - 77 - such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Global Revolving Facility Credit Percentage of the Outstanding Amount of Global Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Global Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) each of the Revolving Facility Credit Exposure Extension Requirements shall not exceed the lesser of (I) Revolving Facility Commitments and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitmentbe satisfied, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Global Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Global Revolving Facility Credit Lender’s applicable Applicable Global Revolving Facility Credit Percentage (determined without regard to any separate Class or Classes of Revolving Credit Commitments of such Lender) times the amount of such Swing Line Loan. All Swing Line Loans shall be issued under the Global Revolving Credit Commitments and no Domestic Revolving Credit Lender shall have any obligation or be deemed to participate in any Swing Line Loan on account of its Domestic Revolving Credit Commitments.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may may, in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, ; (yii) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan; and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan or shall bear interest only at a rate based on agreed to between the Base RateBorrower and the Swing Line Lender prior to funding such Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.18, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Aggregate Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.042.18, prepay under Section 2.052.04, and reborrow under this Section 2.042.18. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars (each such loan, a “"Swing Line Loan”") to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (xw) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Aggregate Commitments and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility 's Commitment, (yx) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and Loan, (zy) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting ExposureExposure and (z) the obligation of the Swing Line Lender to make any Swing Line Loan shall be at its sole discretion if, after giving effect to such Swing Line Loan, the Outstanding Amount of all Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, would exceed the amount of such Xxxxxx's Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility 's Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, and (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such LenderXxxxxx’s Revolving Facility Credit Commitment, (y) and provided, further, that the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may may, in its sole discretion make and absolute discretion, elect to advance a requested Revolving Credit Loan under Section 2.01 by making loans (each such loan, a “Swing Line Loan”) to one or more Borrowers any Borrower from time to time on any Business Day during the Revolving Availability Period in an Period; provided that, after giving effect to any Swing Line Loan made on any particular date, the aggregate amount of all Swing Line Loans outstanding on such date shall not to exceed at any time outstanding the amount of the Swing Line SublimitSublimit on such date, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Commitment; provided, however, that Commitment so long as (x) after giving effect to any Swing Line Loan, (iA) Overall Excess Availability would be greater than $0, (B) Total Revolving Credit Outstandings would not exceed the Revolving Facility Credit Facility, and (C) except as noted above with respect to the Swing Line Lender, no Revolving Credit Lender’s Revolving Credit Exposure shall not exceed the lesser of (I) Revolving Facility Commitments its Commitment and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers no Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in may, it its sole discretion make and absolute discretion, elect to advance a requested Revolving Credit Loan under Section 2.01(a) by making loans (each such loan, a “Swing Line Loan”) to one or more Borrowers any Domestic Borrower from time to time on any Business Day during the Revolving Availability Period in an Period; provided that, after giving effect to any Swing Line Loan made on any particular date, the aggregate amount of all Swing Line Loans outstanding on such date shall not to exceed at any time outstanding the amount of the Swing Line SublimitSublimit on such date, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Commitment; provided, however, that Credit Commitment so long as (x) after giving effect to any Swing Line Loan, (iA) Overall Excess Availability would be greater than $0, (B) Total Revolving Credit Outstandings would not exceed the Revolving Facility Credit Facility, and (C) except as noted above with respect to the Swing Line Lender, no Revolving Credit Lender’s Revolving Credit Exposure shall not exceed the lesser of (I) its Revolving Facility Commitments Credit Commitment and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers no Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (xw) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Aggregate Commitments and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (yx) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and Loan, (zy) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting ExposureExposure and (z) the obligation of the Swing Line Lender to make any Swing Line Loan shall be at its sole discretion if, after giving effect to such Swing Line Loan, the Outstanding Amount of all Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, would exceed the amount of such Lender’s Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage Pro Rata Share of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Aggregate Commitments, and (II) the Borrowing Base (ii) the aggregate Outstanding Amount of the Revolving Facility Credit Exposure Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Facility Commitment, (y) and provided, further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04Section, prepay under Section 2.05, and reborrow under this Section 2.04Section. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may 2.04 in its sole discretion make loans Dollars (each such loan, a “Swing Line Loan”) to one or more the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Letter of Credit Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments Maximum Borrowing Amount, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan. Within the foregoing limits and (z) subject to the discretion of the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limitsLoans, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.052.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the LIBOR Loan (or, if LIBOR Loans are not available for any reason, a Base RateRate Loan). Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as the Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Upon notice from the Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon Lender following the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Applicable Revolving Facility Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (ix)(i) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to one or more Borrowers ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date until the date which is one (1) Business Day prior to the Maturity Date of the Revolving Credit Commitments (taking into account the Maturity Date of any Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in CHAR1\1970297v6 an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such the Swing Line Lender’s Revolving Facility Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, Loan (i) the Revolving Facility Credit Exposure under such Revolving Credit Commitments shall not exceed the lesser of (I) aggregate Revolving Facility Commitments Credit Commitments, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, (y) further, that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s Lendxx’x Xro Rata Share or other applicable Revolving Facility Percentage share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section ‎Section 2.04, may in its sole discretion make loans (each such loan, a “"Swing Line Loan”") to one or more Borrowers the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s 's Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s 's Revolving Facility Credit Commitment, (yii) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section ‎Section 2.04, prepay under Section ‎Section 2.05, and reborrow under this Section ‎Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable 's Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such LenderXxxxxx’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan. For the avoidance of doubt, on the Closing Date, there is no commitment to make Swing Line Loans hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line LenderLender may in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the its Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Revolving Facility Credit Exposure Total Outstandings shall not exceed the lesser of Borrowing Base at such time, (I) Revolving Facility Commitments and (IIB) the Borrowing Base (ii) aggregate Outstanding Amount of the Revolving Facility Credit Exposure Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Facility Commitment, (yC) the Borrowers aggregate Outstanding Amount of all Swing Line Loans at any time shall not exceed the Total Swing Line Sublimit and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Loan, and (zii) the no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, herein and in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion each Swing Line Lender shall make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share (with respect to the Revolving Facility Percentage Credit Facility) of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the applicable Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Facility Commitments and (II) the Borrowing Base Credit Facility, (ii) the aggregate Outstanding Amount of the Revolving Facility Credit Exposure Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such LenderXxxxxx’s Revolving Facility CommitmentCredit Commitment and (iii) the aggregate Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Xxxxxx’s Pro Rata Share of the Revolving Credit Facility Lender’s applicable Revolving Facility Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such LenderLxxxxx’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan Credit Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan. For the avoidance of doubt, on the Sixth Amendment Effective Date, there is no commitment to make Swing Line Loans hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (iiB) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (yii) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Facility Credit Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment; provided, however, provided that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Facility Credit Commitment, (y) ; provided further that the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Applicable Revolving Facility Credit Percentage times the amount of such Swing Line Loan. For the avoidance of doubt, all swing line loans outstanding under the Existing Credit Agreement as of the Closing Date shall constitute Swing Line Loans hereunder pursuant to Section 1.09.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during (other than the Availability Period Closing Date) from the Closing Date and until the Business Day preceding the Term Loan Commitment Termination Date or, if applicable, any New Loan Commitment Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding provided that, the fact that such Swing Line Loans, when aggregated with the Revolving Facility Percentage of the Outstanding Amount of Revolving Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure shall not exceed the lesser of (I) Revolving Facility Commitments and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and provided further that (zi) no Swing Line Loans shall be made if after the making of such Loan the Total Outstandings hereunder would exceed (A) $1,000,000,000 less (B) the Swing Line Lender shall not be under amount of Term Loan Commitments that have terminated or expired, plus (C) the aggregate amount of any obligation to make any New Loans and New Loan Commitments and (ii) no Swing Line Loan if it shall determine (which determination shall be conclusive made in an amount exceeding the outstanding and binding absent manifest error) that is has, or by unfunded Commitments hereunder at such Credit Extension may have, Fronting Exposuretime. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.042.03, prepay under Section 2.05, 2.04 and reborrow re-borrow under this Section 2.042.03. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line LoanLoan by the Swing Line Lender, each Revolving other Lender under a Facility Lender required to buy participations in such Swing Line Loan pursuant to Section 2.03(d)(v) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Lender’s applicable Revolving Facility Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to one or more Borrowers the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Facility Applicable Percentage of the Outstanding Amount of Revolving Facility Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Facility Credit Exposure Outstandings shall not exceed the lesser of (I) Revolving Credit Facility Commitments at such time, and (II) the Borrowing Base (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Facility Credit Commitment, (y) the Borrowers Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that is it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate. Immediately upon the making of a Swing Line Loan, each Revolving Facility Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Facility Credit Lender’s applicable Revolving Facility Applicable Percentage times the amount of such Swing Line Loan.