Common use of Swing Advances Clause in Contracts

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to timetime on any Business Day during the Revolving Period (but not more than three (3) times per calendar month), upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time, nor shall the aggregate Advances Outstanding of the Swingline Lender exceed its Commitment. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Swing Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to timetime on any Business Day during the Revolving Period (but not more than three (3) times per calendar month), upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time, nor shall the aggregate Advances Outstanding of the Swingline Lender exceed its Commitment. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party the Borrower, the Servicer or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Swing Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Swing Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,0005,000,000.00; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances conditions set forth in Section 2.01(a) shall not exceed the lesser of the Facility Amount or the Borrowing Base at such timehave been satisfied. Each Swing Advance Swingline Borrowing under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 100,000.00 or any larger multiple of $1,000,000100,000.00. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.72.07(a), Swing Advances shall not be considered a utilization of an Advance the Revolver Commitment of the Swingline Lender or any other Lender hereunder. All Swing Advances shall be made as Base Rate Advances. At any time, upon the request of the Swingline Lender, each Revolver Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to, subject to Section 2.12(f), its ratable share (based upon its Applicable Percentage Revolver Percentage) of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Revolver Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Revolver Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolver Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Revolver Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Revolver Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of any of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer any Loan Party or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderXxxxxx’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender BB&T shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,0005,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances conditions set forth in Section 2.01(a) shall not exceed the lesser of the Facility Amount or the Borrowing Base at such timehave been satisfied. Each Swing Advance Borrowing under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 500,000 or any larger multiple of $1,000,000100,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, All Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereundermade as Base Rate Advances. At any time, upon the request of the Swingline LenderBB&T, each Lender other than the Swingline Lender BB&T shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage ratable share (based upon its respective Revolver Commitment) of such Swing Advances. On such third Domestic Business Day, each Lender will immediately transfer to the Swingline LenderBB&T, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender BB&T has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender BB&T requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Revolver Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer any Loan Party or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to timetime on any Business Day during the Revolving Period (but not more than three (3) times per calendar month), upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time, nor shall the aggregate Advances Outstanding of the Swingline Lender exceed its Commitment. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this this Section 2.1(b2.1 (b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Swing Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,0005,000,000.00; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances conditions set forth in Section 2.01(a) shall not exceed the lesser of the Facility Amount or the Borrowing Base at such timehave been satisfied. Each Swing Advance Swingline Borrowing under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 100,000.00 or any larger multiple of $1,000,000100,000.00. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.72.07(b), Swing Advances shall not be considered a utilization of an Advance the Revolver Commitment of the Swingline Lender or any other Lender hereunder. All Swing Advances shall be made as Base Rate Advances. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage ratable share (based upon its respective Revolver Commitment) of such Swing Advances. On such third Domestic Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Revolver Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.;

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,0005,000,000.00; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances conditions set forth in Section 2.01(a) shall not exceed the lesser of the Facility Amount or the Borrowing Base at such timehave been satisfied. Each Swing Advance Swingline Borrowing under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 100,000.00 or any larger multiple of $1,000,000100,000.00. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.72.07(b), Swing Advances shall not be considered a utilization of an Advance the Revolver Commitment of the Swingline Lender or any other Lender hereunder. All Swing Advances shall be made as Base Rate Advances. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage ratable share (based upon its respective Revolver Commitment) of such Swing Advances. On such third Domestic Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Revolver Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer any Loan Party or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition (a) The Swing Advance Bank, on the terms and subject to the foregoingconditions contained in this Agreement, shall make advances (each a "Swing Advance") to the Swingline Lender shall Borrower from time to time, upon time on any Business Day during the request of period from the Borrower by delivery of a Funding Request to date hereof until the Administrative Agent, if day preceding the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower Termination Date in an aggregate principal amount not to exceed at any time outstanding not exceeding the lesser of (i) $10,000,00015,000,000, and (ii) the Available Credit; provided that, immediately after such that the Swing Advance is madeBank shall not be requested to make a Swing Advance to refinance an outstanding Swing Advance. Within the limits set forth above, Swing Advances repaid may be reborrowed under this Section 2.16. (b) Each Swing Advance shall be made upon a Notice of Borrowing for a Swing Advance being given by the Borrower to the Swing Advance Bank by no later than 11:00 A.M. (New York City time) on the Business Day of the proposed Swing Advance. Upon fulfillment of the applicable conditions set forth in Article III, the aggregate principal amount of all Revolver Advances and Swing Advance Bank will make each Swing Advance available to the Borrower at the Administrative Agent's address no later than 2:00 P.M. (New York City time) on the date notice is received as aforesaid. All Swing Advances shall not exceed bear interest at the lesser of same rate, and be payable on the Facility Amount or the Borrowing same basis, as Base at such time. Rate Loans and shall be converted to Base Rate Loans pursuant to Section 2.7(a). (c) Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of not less than $2,000,000 1,000,000 or any larger an integral multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b100,000 in excess thereof. (d) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances The Administrative Agent shall not be considered a utilization of an Advance give to each Lender prompt notice of the Swingline Administrative Agent's receipt of a Notice of Borrowing for a Swing Advance and each Lender's Ratable Portion thereof. Each Lender or any other Lender hereunder. At any shall before 12:00 Noon (New York City time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, ) on the third next Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer (the "Settlement Date") make available to the Swingline LenderAdministrative Agent, in immediately available funds, the amount of its participationRatable Portion of the principal amount of such Swing Advance. WheneverUpon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Advance to the Swing Advance Bank. To the extent that any Lender fails to make such payment to the Swing Advance Bank, the Borrower shall repay such Swing Advance, on demand and, in any event, on the Termination Date. (e) During the continuance of a Default under Section 8.1(e), each Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Advance otherwise required to be repaid by such Lender pursuant to the preceding paragraph, which participation shall be in a principal amount equal to such Lender's Ratable Portion of such Swing Advance, by paying to the Swing Advance Bank on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Advance pursuant to the preceding paragraph, in immediately available funds, an amount equal to such Lender's Ratable Portion of such Swing Advance. If such amount is not in fact made available to the Swing Advance Bank on the date when the Swing Advance would otherwise be required to be made pursuant to the preceding paragraph, the Swing Advance Bank shall be entitled to recover such amount on demand from that Lender together with interest accrued from such date at any time the Federal Funds Rate. From and after the Swingline date on which any Lender has received from any such Lender its participating purchases an undivided participation interest in a Swing AdvanceAdvance pursuant to this paragraph (e), the Administrative Agent receives any payment on account thereof, the Administrative Agent will Swing Advance Bank shall promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case Lender's Ratable Portion of all payments of principal and of interest paymentson such Swing Advance, other than those received from a Lender pursuant to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding2.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to timetime on any Business Day during the Revolving Period (but not more than three (3) times per calendar month), upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,00010,000,00025,000,000 ; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time, nor shall the aggregate Advances Outstanding of the Swingline Lender exceed its Commitment. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.such

Swing Advances. In addition to the foregoing, the Swingline Lender BB&T shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances conditions set forth in Section 2.01(a) shall not exceed the lesser of the Facility Amount or the Borrowing Base at such timehave been satisfied. Each Except as otherwise provided in an Asset Based Lending Credit Line Sweep Services Agreement, each Swing Advance Borrowing under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 100,000 or any larger multiple of $1,000,000100,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating unused commitment fees under Section 2.72.07(a), Swing Advances shall not be considered a utilization of an Advance the Revolver Commitment of the Swingline Lender BB&T or any other Lender hereunder. All Swing Advances shall be made as Base Rate Advances. At any time, upon the request of the Swingline LenderBB&T, each Lender other than the Swingline Lender BB&T shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage ratable share (based upon its respective Revolver Commitment) of such Swing Advances. On such third Domestic Business Day, each Lender will immediately transfer to the Swingline LenderBB&T, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender BB&T has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender BB&T requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Revolver Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer any Loan Party or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition (a) The Swing Advance Bank, on the terms and subject to the foregoingconditions contained in this Agreement, shall make advances (each a "Swing Advance") to the Swingline Lender shall US Borrower in Dollars from time to time, upon time on any Business Day during the request of period from the Borrower by delivery of a Funding Request to date hereof until the Administrative Agent, if day preceding the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower Termination Date in an aggregate principal amount not to exceed at any time outstanding not exceeding the lesser of (i) $10,000,00015,000,000, and (ii) the Available Dollar Credit; provided that, immediately after such provided (b) Each Swing Advance is madeshall be made upon a Notice of Borrowing for a Swing Advance being given by the US Borrower to the Swing Advance Bank by no later than 11:00 A.M. (New York City time) on the Business Day of the proposed Swing Advance. Upon fulfillment of the applicable conditions set forth in Article III, the aggregate principal amount of all Revolver Advances and Swing Advance Bank will make each Swing Advance available to the US Borrower at the Administrative Agent's address no later than 2:00 P.M. (New York City time) on the date notice is received as aforesaid. All Swing Advances shall not exceed bear interest at the lesser of same rate, and be payable on the Facility Amount or the Borrowing same basis, as Base at such time. Rate Loans and shall be converted to Base Rate Loans pursuant to Section 2.7(a). (c) Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of not less than $2,000,000 1,000,000 or any larger an integral multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b100,000 in excess thereof. (d) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances The Administrative Agent shall not be considered a utilization of an Advance give to each Lender prompt notice of the Swingline Administrative Agent's receipt of a Notice of Borrowing for a Swing Advance and each Lender's Dollar Ratable Portion thereof. Each Lender or any other Lender hereunder. At any shall before 12:00 Noon (New York City time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, ) on the third next Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer (the "Settlement Date") make available to the Swingline LenderAdministrative Agent, in immediately available funds, the amount of its participationDollar Ratable Portion of the principal amount of such Swing Advance. WheneverUpon such payment by a Lender, such Lender shall be deemed to have made a Dollar Revolving Credit Loan to the US Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Advance to the Swing Advance Bank. To the extent that any Lender fails to make such payment to the Swing Advance Bank, the US Borrower shall repay such Swing Advance, on demand and, in any event, on the Termination Date. (e) During the continuance of a Default under Section 8.1(e) or if a Sharing Event otherwise exists, each Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Advance otherwise required to be funded by such Lender pursuant to the preceding paragraph, which participation shall be in a principal amount equal to such Lender's Ratable Portion of such Swing Advance, by paying to the Swing Advance Bank on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Advance pursuant to the preceding paragraph, in immediately available funds, an amount equal to such Lender's Ratable Portion of such Swing Advance. If such amount is not in fact made available to the Swing Advance Bank on the date when the Swing Advance would otherwise be required to be made pursuant to the preceding paragraph, the Swing Advance Bank shall be entitled to recover such amount on demand from that Lender together with interest accrued from such date at any time the Federal Funds Rate. From and after the Swingline date on which any Lender has received from any such Lender its participating purchases an undivided participation interest in a Swing AdvanceAdvance pursuant to this paragraph (e), the Administrative Agent receives any payment on account thereof, the Administrative Agent will Swing Advance Bank shall promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case Lender's Ratable Portion of all payments of principal and of interest paymentson such Swing Advance, other than those received from a Lender pursuant to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding2.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Each Borrowing Base at such time. Each Swing Advance under this Section 2.1(b2.1(c) shall be -------------- funded solely by Agent and shall consist of a Swing Advance by Agent on the Borrowing Date, provided, that notwithstanding anything to the contrary in an aggregate principal amount of $2,000,000 this Agreement or any larger multiple of $1,000,000. Within the foregoing limitsother Loan Document, the Borrower may borrow under this Section 2.1(b)Agent shall have no obligation, prepay and reborrow under this Section 2.1(b) at whether to Borrower, any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At Person, to fund any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives funding of any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, Swing Advance being entirely in the case discretion of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return subject only to the Administrative limitations that Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by fund any circumstance, including: Swing Advance if: (i) any set-off, counterclaim, recoupment, defense or other right which The aggregate amount of Swing Advances outstanding after giving effect to such Lender or any other Person may have against Swing Advance would exceed the Swingline Lender requesting such purchase or any other Person for any reason whatsoeverlesser of: (A) The Swing Advance Limit; and (B) the amount equal to the Total Commitment plus the Guidance Line minus the aggregate amount of Warehouse Advances and L/C Advances then outstanding; (ii) the occurrence sum of the aggregate amount of Warehouse Advances outstanding plus the aggregate amount of Swing Advances and L/C Advances outstanding after giving effect to such Swing Advance would exceed the Borrowing Base; (iii) Agent has not received a Borrowing Request; (iv) Agent has received written notice from Borrower or continuance of any Lender that a Default or the termination Event of the CommitmentsDefault exists and such Default or Event of Default has not been waived or cured in accordance with this Agreement; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or or (v) any other circumstance, happening the employee of Agent authorizing such Swing Advance has actual knowledge that a Default or event whatsoever, whether Event of Default exists or not similar to any would result from the funding thereof. (a) regarding the timing of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for Borrowing Requests, Borrower may request a Swing Advance under this Section 2.1(b) or at any time thereafteron any Business Day by delivering a Borrowing Request at such time; provided, deliver that Agent shall have no obligation to receive or consider any Borrowing Request which is delivered after 3:00 p.m. on the Borrowing Date stated therein. In the event that Agent receives a Funding Borrowing Request which seeks a Swing Advance prior to 11:00 a.m. on the Borrowing Date stated therein and Agent elects not to make the requested Swing Advance, such Borrowing Request shall be deemed to constitute a request for a Revolver Warehouse Advances on such Borrowing Date in an aggregate amount equal to the Swing Advance pursuant to Section 2.1(a) requested and direct that all or any portion Agent shall notify each Lender of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of Borrowing Request no later than 1:00 p.m.on such Revolver Advance to prepay any Swing Advance then outstandingBorrowing Date.

Swing Advances. In addition to the foregoing, the Swingline Swing Line Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,0005,000,000; provided provided, that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and conditions set forth in Section 2.01(a) shall have been satisfied. Except as otherwise provided in the Asset Based Lending Credit Line Sweep Services Agreement, each Swing Advances shall not exceed the lesser of the Facility Amount or the Line Borrowing Base at such time. Each Swing Advance under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 100,000 or any larger multiple of $1,000,00050,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.72.07(a), Swing Advances shall not be considered a utilization of an Advance the Revolver Commitment of the Swingline Lender BB&T or any other Lender hereunder. At All Swing Advances shall be made as Base Rate Advances. On the fifth Domestic Business Day following the making of any timeSwing Borrowing under this Section 2.01(b), upon the request of the Swingline Lendersuch Swing Borrowing shall automatically be refinanced by a Revolver Borrowing under Section 2.02. If for any reason a Swing Borrowing cannot be refinanced by such a Revolver Borrowing on such fifth Domestic Business Day, then each Lender other than the Swingline Swing Line Lender shall, on the third Business Day after such request is made, shall purchase a participating interest in such Swing Advances in an amount equal to its Applicable Percentage ratable share (based upon its respective Revolver Commitment) of such Swing Advances. On such third fifth Domestic Business Day, each Lender will immediately transfer to the Swingline Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Swing Line Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Swing Line Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Revolver Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer any Loan Party or any other Person; (iv) any breach of this Agreement by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,0005,000,000.00; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances conditions set forth in Section 2.01(a) shall not exceed the lesser of the Facility Amount or the Borrowing Base at such timehave been satisfied. Each Swing Advance Swingline Borrowing under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 100,000.00 or any larger multiple of $1,000,000100,000.00. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.72.07(a), Swing Advances shall not be considered a utilization of an Advance the Revolver Commitment of the Swingline Lender or any other Lender hereunder. All Swing Advances shall be made as Base Rate Advances. At any time, upon the request of the Swingline Lender, each Revolver Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to, subject to Section 2.12(f), its ratable share (based upon its Applicable Percentage Revolver Percentage) of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Revolver Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Revolver Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolver Lender’s 's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Revolver Lender’s 's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Revolver Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of any of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer any Loan Party or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderXxxxxx’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party the Borrower, the Servicer or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Swing Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition to the foregoing, the Swingline Swing Line Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,0005,000,000; provided provided, that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances conditions set forth in Section 2.01(a) shall not exceed the lesser of the Facility Amount or the Borrowing Base at such timehave been satisfied. Each Swing Advance Line Borrowing under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 100,000 or any larger multiple of $1,000,00050,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.72.07(a), Swing Advances shall not be considered a utilization of an Advance the Revolver Commitment of the Swingline Lender BB&T or any other Lender hereunder. At All Swing Advances shall be made as Base Rate Advances. On the fifth Domestic Business Day following the making of any timeSwing Borrowing under this Section 2.01(b), upon the request of the Swingline Lendersuch Swing Borrowing shall automatically be refinanced by a Revolver Borrowing under Section 2.02. If for any reason a Swing Borrowing cannot be refinanced by such a Revolver Borrowing on such fifth Domestic Business Day, then each Lender other than the Swingline Swing Line Lender shall, on the third Business Day after such request is made, shall purchase a participating interest in such Swing Advances in an amount equal to its Applicable Percentage ratable share (based upon its respective Revolver Commitment) of such Swing Advances. On such third fifth Domestic Business Day, each Lender will immediately transfer to the Swingline Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Swing Line Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Swing Line Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Revolver Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer any Loan Party or any other Person; (iv) any breach of this Agreement by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.

Swing Advances. In addition Upon the terms and subject to the foregoingconditions contained in this Credit Agreement, the Swingline Lender shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfiedAgent may for its own account and at its own discretion, make one or more Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is madeCompany, the aggregate unpaid principal amount of all Revolver Advances and Swing Advances which at any time, including those then to be made, shall not exceed the lesser least of (i) the sum of the Facility Amount or Total Warehouse Line Commitment at such time less the Borrowing Base sum of the Aggregate Outstanding Warehouse Balance plus the Aggregate Outstanding Excess Balance at such time. Each , (ii) the sum of the Agent’s Warehouse Line Commitment at such time less the amount of the Aggregate Outstanding Warehouse Balance plus the Aggregate Outstanding Excess Balance then allocated to the Agent, and (iii) Twenty Million Dollars ($20,000,000.00); provided, that, the sum of the Aggregate Outstanding Warehouse Balance plus the Aggregate Outstanding Excess Balance plus the Swing Advance under this Section 2.1(b) to be made by the Agent, shall be not exceed the Warehouse Borrowing Base as set forth in an aggregate principal amount the most recent Borrowing Base Report prepared by the Agent on the day of $2,000,000 or any larger multiple the making of $1,000,000such Swing Advance plus the Collateral Value of the Eligible Collateral delivered to the Agent on that day and which is not included in the most recent Borrowing Base Report (the “Swing Advance Limitations”). Within Subsequent to a Swing Advance being made by the foregoing limitsAgent, the Borrower Agent may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time (and in any event shall no less frequently than one (1) time each week) in its sole and absolute discretion, demand the Banks (including the Bank serving as the Agent) to advance under their respective Warehouse Notes and pay the Agent an amount equal to their respective Warehouse Commitment Pro Rata Share of the Warehouse Advance necessary to repay the then current aggregate outstanding balance of all Swing Advances. On each day on which the Agent makes a demand for payment before 2:00 p.m. Prevailing Time, on any particular Business Day, whether before or after the Termination Date. Solely for purposes occurrence of calculating fees under Section 2.7an Event of Default, each Bank shall irrevocably and unconditionally purchase from the Agent, without recourse or warranty, an undivided interest and participation in the Swing Advances shall not be considered a utilization of an Advance of then outstanding, by paying to the Swingline Lender or any other Lender hereunder. At any timeAgent, upon in same day funds available to the request of Agent at the Swingline LenderAgent’s Main Office, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage such Bank’s Warehouse Commitment Pro Rata Share of all Swing Advances then outstanding, and thereafter, the Banks’ respective interest in such Swing AdvancesAdvance, shall in all respects be treated as a Warehouse Advance, but such Advance shall continue to be evidenced by the Swing Note. On In the event the Agent makes such third demand of the Banks after 2:00 p.m. Prevailing Time on any particular Business Day, each Lender will immediately transfer the Banks shall be required to make their respective payments to the Swingline Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately before 12:00 noon Prevailing Time on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstandingimmediately succeeding Business Day.

Swing Advances. In addition Each Borrowing under this SECTION 2.1(C) shall -------------- be funded solely by Agent and shall consist of a Swing Advance by Agent on the Borrowing Date, PROVIDED, THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AGENT SHALL HAVE NO OBLIGATION, WHETHER TO BORROWER, ANY LENDER OR ANY OTHER PERSON, TO FUND ANY SWING ADVANCE, the funding of any Swing Advance being entirely in the discretion of Agent subject only to the foregoing, the Swingline Lender limitations that Agent shall from time to time, upon the request not fund any Swing Advance if: (i) The aggregate amount of the Borrower by delivery of a Funding Request to the Administrative Agent, if the conditions precedent in Article III have been satisfied, make Swing Advances outstanding after giving effect to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not would exceed the lesser of the Facility Amount or the Borrowing Base at such time. Each of: (A) The Swing Advance under this Section 2.1(bLimit; and (B) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage of such Swing Advances. On such third Business Day, each Lender will immediately transfer to the Swingline Lender, in immediately available funds, Total Commitment minus the aggregate amount of its participation. Whenever, at any time after the Swingline Lender has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; Warehouse Advances then outstanding; (ii) the occurrence or continuance of a Default or the termination sum of the Commitments; aggregate amount of Warehouse Advances outstanding and the aggregate amount of Swing Advances outstanding after giving effect to such Swing Advance would exceed the Borrowing Base; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; Agent has not received a duly executed Borrowing Request; (iv) any breach of this Agreement by any Loan Party Agent has received written notice from Borrower or any other LenderLender that a Default, Event of Default or Excess Special Borrowing exists and such Default, Event of Default or Excess Special Borrowing has not been waived or cured in accordance with this agreement; or or (v) any other circumstancethe employee of Agent authorizing such Swing Advance has actual knowledge that a Default, happening Event of Default or event whatsoever, whether Excess Special Borrowing exists or not similar to any would result from the funding thereof. Notwithstanding the provisions of SECTION 4.2(A) regarding the foregoing. The Borrower may, concurrent with the timing of delivery of a Funding Request for Borrowing Requests, Borrower may request a Swing Advance under this Section 2.1(b) or at any time thereafteron any Business Day by delivering a Borrowing Request at such time; provided, deliver that Agent shall have no obligation to receive or consider any Borrowing Request which is delivered after 3:00 p.m. on the Borrowing Date stated therein. In the event that Agent receives a Funding Borrowing Request which seeks a Swing Advance prior to 11:00 a.m. on the Borrowing Date stated therein and Agent elects not to make the requested Swing Advance, such Borrowing Request shall be deemed to constitute a request for a Revolver Warehouse Advances on such Borrowing Date in an aggregate amount equal to the Swing Advance pursuant to Section 2.1(a) requested and direct that all or any portion Agent shall notify each Lender of such Revolver Advance be wired or credited to Swingline Lender immediately Borrowing Request no later than 12:00 noon on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstandingBorrowing Date.

Swing Advances. In addition (a) The Swing Advance Bank, on the terms and subject to the foregoingconditions contained in this Agreement, shall make advances under the Swingline Lender shall Revolving Credit Facility (each a "Swing Advance") to the Borrower and the REIT from time to time on any Business Day during the period from the date hereof until the day preceding the Final Maturity Date in an aggregate amount not to exceed at any time outstanding the lesser of (i) $50,000,000, and (ii) the Swing Advance Bank's Ratable Portion of the Available Credit; provided that the Swing Advance Bank shall not be requested to make a Swing Advance to refinance an outstanding Swing Advance. The Swing Advance Bank shall be entitled to rely on the most recent Borrowing Base Certificate delivered to the Administrative Agent. Within the limits set forth above, Swing Advances repaid may be reborrowed under this Section 2.17. (b) Each Swing Advance shall be made upon a Notice of Borrowing for a Swing Advance being given by the Borrower and the REIT to the Swing Advance Bank by no later than 11:00 A.M. (New York City time) on the Business Day of the proposed Swing Advance. Upon fulfillment of the applicable conditions set forth in Article III, the Swing Advance Bank will make (c) Each Swing Advance shall be in an aggregate amount of not less than $1,000,000.00. (d) The Swing Advance Bank, (i) at any time in its sole and absolute discretion, may and (ii) shall at least once each calendar month in which any Swing Advance is outstanding and (iii) shall, upon receipt of a Notice of Conversion or Continuation from the request Borrower and the REIT, on behalf of the Borrower and the REIT request each Lender, including the Swing Advance Bank, by delivery of a Funding Request notice given to the Administrative Agent, if the conditions precedent in Article III have been satisfied, to make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and Swing Advances shall not exceed the lesser of the Facility Amount or the Borrowing Base at such time. Each Swing Advance under this Section 2.1(b) shall be in an aggregate principal amount of $2,000,000 or any larger multiple of $1,000,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b), prepay and reborrow under this Section 2.1(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.7, Swing Advances shall not be considered a utilization of an Advance of the Swingline Lender or any other Lender hereunder. At any time, upon the request of the Swingline Lender, each Lender other than the Swingline Lender shall, on the third Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage such Lender's Ratable Portion of the Swing Advance outstanding on the date such notice is given. The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent's receipt of such notice and each Lender's Ratable Portion of such Swing Advances. On such third Each Lender shall before 12:00 Noon (New York City time) on the next Business DayDay or, each Lender will immediately transfer if Borrower or the Swing Advance Bank requested a Conversion of the Swing Advance into a Eurodollar Rate Portion, on the fourth Business Day after it has received notice from the Administrative Agent, make available to the Swingline LenderAdministrative Agent, in immediately available funds, the amount of its participationRatable Portion of the principal amount of such Swing Advances. WheneverUpon such payment by a Lender, the Swing Advances shall be deemed to have been repaid and such Lender shall be deemed to have made an Advance to the Borrower and the REIT in the amount of such payment and such Advance shall constitute a Base Rate Portion unless Borrower and the REIT or the Swing Advance Bank requested a conversion into a Eurodollar Rate Portion. The Administrative Agent shall use such funds to repay the Swing Advance to the Swing Advance Bank. If any Lender fails to make such amount available to the Swing Advance Bank on the date when such amount would otherwise be required to be made pursuant to the preceding paragraph, the Swing Advance Bank shall be entitled to recover such amount on demand from such Lender together with interest accrued from such date at any time the Federal Funds Rate unless such Lender has not made such funds available within two (2) Business Days after the Swingline date on which such amount was due, in which case at the Federal Funds Rate plus one percent (1%) commencing on the third Business Day after the date on which the amounts were due. To the extent that any Lender has received from fails to make such payment to the Swing Advance Bank, the Borrower and the REIT shall repay such Swing Advances on demand and in any event on the Final Maturity Date. (e) During the continuance of an Event of Default under Section 8.1(f), each Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Advance otherwise required to be repaid by such Lender its participating interest pursuant to the preceding paragraph, which participation shall be in a principal amount equal to such Lender's Ratable Portion of such Swing Advance, by paying to the Administrative Agent receives any Swing Advance Bank on the date on which such Lender would otherwise have been required to make a payment on account thereofin respect of such Swing Advance pursuant to the preceding paragraph, the Administrative Agent will distribute in immediately available funds, an amount equal to such Lender its participating interest in Lender's Ratable Portion of such Swing Advance. If such amount (appropriately adjusted, is not in fact made available to the case of interest payments, to reflect Swing Advance Bank on the period of time during which date when such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is amount would otherwise be required to be returned, such Lender will return made pursuant to the Administrative Agent any portion thereof previously distributed by preceding paragraph, the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests Swing Advance Bank shall be absolute and unconditional and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right which entitled to recover such Lender or any other Person may have against the Swingline Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the termination of the Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer or any other Person; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.amount on

Swing Advances. In addition to the foregoing, the Swingline Lender BB&T shall from time to time, upon the request of the Borrower by delivery of a Funding Request to the Administrative AgentBorrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,0005,000,000; provided provided, that, immediately after such Swing Advance is made, the aggregate principal amount of all Revolver Advances and conditions set forth in Section 2.01(a) shall have been satisfied. Except as otherwise provided in an Asset Based Lending Credit Line Sweep Services Agreement, each Swing Advances shall not exceed the lesser of the Facility Amount or the Line Borrowing Base at such time. Each Swing Advance under this Section 2.1(b2.01(b) shall be in an aggregate principal amount of $2,000,000 100,000 or any larger multiple of $1,000,00050,000. Within the foregoing limits, the Borrower may borrow under this Section 2.1(b2.01(b), prepay and reborrow under this Section 2.1(b2.01(b) at any time before the Termination Date. Solely for purposes of calculating fees under Section 2.72.07(a), Swing Advances shall not be considered a utilization of an Advance the Revolver Commitment of the Swingline Lender BB&T or any other Lender hereunder. All Swing Advances shall be made as Base Rate Advances. At any time, upon the request of the Swingline LenderBB&T, each Lender other than the Swingline Lender BB&T shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Advances in an amount equal to its Applicable Percentage ratable share (based upon its respective Revolver Commitment) of such Swing Advances. On such third Domestic Business Day, each Lender will immediately transfer to the Swingline LenderBB&T, in immediately available funds, the amount of its participation. Whenever, at any time after the Swingline Lender BB&T has received from any such Lender its participating interest in a Swing Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swingline Lender BB&T requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Revolver Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of the Borrower, the Performance Guarantor, the Servicer any Loan Party or any other Person; (iv) any breach of this Agreement by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower may, concurrent with the delivery of a Funding Request for a Swing Advance under this Section 2.1(b) or at any time thereafter, deliver a Funding Request for a Revolver Advance pursuant to Section 2.1(a) and direct that all or any portion of such Revolver Advance be wired or credited to Swingline Lender immediately on the Funding Date of such Revolver Advance to prepay any Swing Advance then outstanding.