New Letters of Credit; New Swing Line Loans. So long as any Domestic Lender is a Defaulting Lender, # no L/C Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto and # no Domestic Swing Line Lender shall be required to fund any Domestic Swing Line Loan unless it is satisfied that it will have no Fronting Exposure after giving effect to such Domestic Swing Line Loan. So long as any Canadian Lender is a Defaulting Lender, the Canadian Swing Line Lender shall not be required to fund any Canadian Swing Line Loan unless it is satisfied that it will have no Fronting Exposure after giving effect to such Canadian Swing Line Loan. So long as any U.K. Lender is a Defaulting Lender, the U.K. Swing Line Lender shall not be required to fund any U.K. Swing Line Loan unless it is satisfied that it will have no Fronting Exposure after giving effect to such U.K. Swing Line Loan.

“Loans” means all Revolving Loans, all Swing Loans, all Competitive Bid Loans and all Letter of Credit Loans.

Section # Swing Loans.

#Swing Line Loans

“Swing Line Lender” means [[Administrative Agent:Organization]], in its capacity as the lender of Swing Line Loans.

The ​ shall repay to the Swing Line ​ (or, to the extent required by Section 2.03(c), to the Administrative ​ for the account of the Revolving Lenders) each Swing Line Loan made by the Swing Line ​ to the ​ on the earlier to occur of # the date seven Business Days after such Swing Line Loan is made and # the Maturity Date of the Revolving Loans; provided, on each date that a Revolving Loan is made, the ​ shall repay all Swing Line Loans then outstanding. At any time there shall exist a Defaulting ​ that is a Revolving ​, immediately upon the request of the Swing Line ​, the ​ shall repay the outstanding Swing Line Loans made by the Swing Line ​ to the ​ in an amount sufficient to eliminate any Fronting Exposure in respect of the Swing Line Loans.

Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time # the Lender that is a L/C Issuer or a Domestic Swing Line Lender assigns all of its Domestic Commitment, Domestic Revolving Loans and Domestic Swing Line Loans pursuant to [Section 11.06(b), or (ii)])] the Lender that is the Canadian Swing Line Lender assigns all of its Canadian Commitment, Canadian Revolving Loans, and Canadian Swing Line Loans pursuant to [Section 11.06(b), or (iii)])] the Lender that is the U.K. Swing Line Lender assigns all of its U.K. Commitment, U.K. Revolving Loans and U.K. Swing Line Loans pursuant to [Section 11.06(b)], such Person may, # upon forty-five (45) days’ written notice to the applicable Agent, [[Released U.K. Borrowers:Organization]] and the Domestic Lenders, resign as a L/C Issuer, # upon forty-five (45) days’ notice to [[Released U.K. Borrowers:Organization]], resign as a Domestic Swing Line Lender, and/or # upon forty-five (45) days’ notice to the Canadian Borrowers, resign as the Canadian Swing Line Lender, and/or # upon forty-five (45) days’ notice to the U.K. Borrowers, resign as the U.K. Swing Line Lender. In the event of any such resignation as a L/C Issuer, a Domestic Swing Line Lender, or the Canadian Swing Line Lender, or the U.K. Swing Line Lender, [[Released U.K. Borrowers:Organization]] shall be entitled to appoint from among # the Domestic Lenders, a successor L/C Issuer or a Domestic Swing Line Lender, or # the Canadian Lenders, a successor Canadian Swing Line Lender or # the U.K. Lenders, a successor U.K. Swing Line Lender; provided, that, no failure by [[Released U.K. Borrowers:Organization]] to appoint any such successor shall affect the resignation of such Person as a L/C Issuer, a Domestic Swing Line Lender, and/or the Canadian Swing Line Lender and/or the U.K. Swing Line Lender, as the case may be. If such Person resigns as a L/C Issuer, it shall retain all the rights, powers, privileges and duties of a L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as a L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Domestic Lenders to make Domestic Revolving Loans that are Domestic Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to [Section 2.03(f)]). If such Person resigns as a Domestic Swing Line Lender, it shall retain all the rights of a Domestic Swing Line Lender provided for hereunder with respect to Domestic Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Domestic Lenders to make Domestic Revolving Loans that are Domestic Base Rate Loans or fund risk participations in outstanding Domestic Swing Line Loans pursuant to [Section 2.04(c)(i)]. If such Person resigns as the Canadian Swing Line Lender, it shall retain all the rights of the Canadian Swing Line Lender provided for hereunder with respect to Canadian Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Canadian Lenders to make Canadian Revolving Loans that are Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in outstanding Canadian Swing Line Loans pursuant to [Section 2.04(c)(ii)]. If such Person resigns as the U.K. Swing Line Lender, it shall retain all the rights of the U.K. Swing Line Lender provided for hereunder with respect to U.K. Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the U.K. Lenders to make U.K. Revolving Loans or fund risk participations in outstanding U.K. Swing Line Loans pursuant to [Section 2.04(c)(iii)]. Upon the appointment of a successor L/C Issuer, Domestic Swing Line Lender, and/or Canadian Swing Line Lender, and/or U.K. Swing Line Lender, # such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Domestic Swing Line Lender, or Canadian Swing Line Lender, or U.K. Swing Line Lender, as the case may be, and # the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Person to effectively assume the obligations of such Person with respect to such Letters of Credit. [Schedule 2.03] and [Schedule 2.04] shall be deemed to be automatically updated to reflect the L/C Commitment, the Domestic Swing Line Commitment, the Canadian Swing Line Commitment, and/or the U.K.Canadian Swing Line Commitment of any Person that becomes a L/C Issuer, a Domestic Swing Line Lender, or the Canadian Swing Line Lender, or the U.K. Swing Line Lender after the Closing Date pursuant to this [Section 11.06(f)].

“Swing Line Loans” shall mean loans now or hereafter made by Swing Line Lender on a revolving basis pursuant to the Credit Facility (involving advances, repayments and readvances) as set forth in Section 2.2 hereof.

“Sterling Swing Loan Rate” means, for each Swing Loan denominated in Sterling, a rate per annum equal to the sum of the Applicable Margin for Eurocurrency Rate Loans plus the Eurocurrency Rate for a period comparable to the Interest Period for the relevant Swing Loan and for settlement on that day. Interest periods for Swing Loans denominated in Sterling shall not be more than ten Business Days.

conditions applicable to other Base Rate Loans funded by the Lenders constituting Revolving Loans, except that all payments thereon shall be payable to the Swing Line Lender solely for its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.10 hereof.