Common use of Swing Line Advances Clause in Contracts

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. If on any Business Day DTFC or the Collateral Agent determines that there exists a Commercial Paper Deficit, the excess of which Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes is equal to or less than $5,000,000, DTFC or the Collateral Agent, as the case may be, shall promptly (and in no case later than 12:00 noon New York City, New York time on the date of such discovery) notify the Depositary of such Commercial Paper Deficit and DTFC or the Collateral Agent, as attorney-in-fact for DTFC, may, or the Collateral Agent, upon the instruction of the Depositary pursuant to Section 5(b) of the Depositary Agreement, shall by delivering a Borrowing Request to the Liquidity Agent for forwarding to the Swing Line Lender upon Agentfor a Borrowing consisting of a Swing Line Advance, irrevocably request, not later than 12:30 p.m., New York City time, on the date of a proposed Borrowing, that a Borrowing be made in an aggregate principal amount equal to the least of (a) $5,000,000 minus the aggregate principal amount of all Swing Line Advances then Outstanding; (b) the excess, if any, of the Swing Line Lender's receipt Liquidity Commitment as a Liquidity Lender over the aggregate principal amount of any Notice all of Revolving Credit Advanceits Liquidity Advances Outstanding on the date of such proposed Borrowing (without giving effect to such proposed Borrowing); and (c) the excess of the Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes. Subject to On the terms and subject to the conditions hereofof this Liquidity Agreement, the Swing Line Lender may, in its discretion, make available from time each such Borrowing shall be a Base Rate Advance (subject to time until the Commitment Termination Date advances (each, a "Swing Line Advance") conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in such Borrowing Request. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any such noticeday which have been paid with proceeds of an advance made by the Depositary that has not been reimbursed shall nonetheless be deemed to be unpaid. The If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the aggregate principal amount of Swing Line Advances outstanding shall not exceed at any time the lesser of would be greater than $5,000,000, or (Ab) the aggregate principal amount of Swing Line Commitment Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (Bc) the lesser aggregate principal amount of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be all Liquidity Advances Outstanding made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior would exceed its Liquidity Commitment, then in any such case, subject to Section 3.2.1, each Liquidity Lender shall immediately and unconditionally, upon written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, thereof by the Swing Line Lender shallLender, notwithstanding the failure make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by Agentthe Swing Line Lender. Notwithstanding Section 6.3, the obligation of the Liquidity Lenders to make Liquidity Advances under this Section 3.6.2 shall be unconditional. The Swing Line Advances and Liquidity Advances made pursuant to this Section 3.6.2 shall be comprised of Base Rate Advances, subject to conversion in accordance with the provisions of Section 3.8 hereof.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be on notice, given no not later than 10:30 a.m. 11:00 A.M. (California New York City time) on the Business Day date of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or , by the other Loan Documents, Borrower to the Swing Line Loan shall constitute an Index Rate LoanBank and the Agent. Unless the Each such notice of a Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent Advance (a "NOTICE OF SWING LINE ADVANCE") shall be by telephone or Requisite Lenders instructing telecopier, confirmed immediately in writing, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). If, in its sole discretion, it not elects to make any the requested Swing Line Advance, the Swing Line Lender shallBank will make the amount thereof available to the Agent at the Agent's address referred to in Section 8.02, notwithstanding in same day funds. After the failure Agent's receipt of any condition precedent such funds and upon fulfillment of the applicable conditions set forth in Section 2.2 (Article III, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Upon written demand by the Swing Line Bank with a copy of such demand to the Agent, each other than Revolving Lender shall purchase from the condition precedent set forth Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Revolving Lender, such other Revolving Lender's Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank, by deposit to the Agent's address referred to in Section 2.2(e)) be entitled 8.02, in same day funds, an amount equal to fund the portion of the outstanding principal amount of such Swing Line Advance andto be purchased by such Revolving Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Lender agrees to purchase its Revolving Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, in connection provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) the Loan Documents or any Loan Party. If and to purchase participating interests the extent that any Revolving Lender shall not have so made the amount of such Swing Line Advance available to the Agent, such Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Revolving Lender shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in accordance with Section 1.1(b)(iv). Borrower respect of principal shall repay constitute a Swing Line Advance made by such Revolving Lender on such Business Day for purposes of this Agreement, and the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor Advance made by Agentthe Swing Line Bank shall be reduced by such amount on such Business Day.

Swing Line Advances. Agent shall notify the Each Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to Bank agrees, on the terms and conditions hereofhereinafter set forth, the to make Swing Line Lender mayAdvances denominated in US Dollars, in its discretion, make available Sterling or Euro to any Borrower from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date advances (each, a "applicable to such Swing Line Advance"Bank (i) in accordance with any such notice. The an aggregate amount (based in respect of any Swing Line Advances to be denominated in Euro or Sterling by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for each Swing Line Bank not to exceed at any time outstanding such Swing Line Bank’s Swing Line Commitment, (ii) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in Euro or Sterling by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for all Swing Line Banks not to exceed at any time outstanding the Swing Line Sub-Facility and (iii) in an amount (based in respect of any Swing Line Advances to be denominated in Euro or Sterling by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for each Borrowing of Swing Line Advances outstanding not to exceed the Unused Tranche A Commitments of the Tranche A Lenders on such Business Day. No Swing Line Advance shall not exceed at be used for the purpose of funding the payment of principal of any time the lesser of (A) other Swing Line Advance. Each Borrowing under the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) Sub-Facility shall be in an amount not less than the Borrowing Base, Minimum or the Borrowing Multiple in each case less the outstanding balance excess thereof and shall consist of Swing Line Advances of the Revolving Loan at such time ("same Type and in the same currency made on the same day by the Swing Line Availability"Banks ratably according to their respective Swing Line Commitments. Within the limits of the Swing Line Sub-Facility and within the limits referred to in this Section 2.01(c). Until , the Commitment Termination DateBorrowers may borrow under this Section 2.01(c), Borrower may from time prepay pursuant to time borrow, repay Section 2.06(e) and reborrow under this Section 1.1(b2.01(c). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. Agent (A) Each Swing Line Advance shall notify be funded directly by the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereofBorrower. Immediately upon the making of each Swing Line Advance by the Swing Line Lender, the Swing Line Lender shall be deemed to have sold and transferred to each Revolving Lender, and each Revolving Lender shall be deemed to have purchased and received from the Swing Line Lender, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swing Line Advance and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to such Revolving Lender's Pro Rata Share, PROVIDED, HOWEVER, that (1) no Revolving Lender shall be required to fund its participation in any such Swing Line Advance until demand therefor is made by the Agent pursuant to Section 2.2(b)(ii)(C) hereof, and (2) no Revolving Lender shall be entitled to share in any payments of principal or interest in respect of its participation in any such Swing Line Advance except to the extent set forth in Section 2.2(b)(ii)(C) hereof with respect to any such participation which has been funded by such Lender as provided therein. (B) The Agent may, in its discretionand upon request of the Swing Line Lender the Agent shall, make available at any time and from time to time until time, give to the Commitment Termination Date advances (eachRevolving Lenders a Notice of Borrowing on behalf of the Borrower for Revolving Advances, a "Swing Line Advance") in accordance with any such notice. The each case in an amount equal to the aggregate amount of Swing Line Advances outstanding shall not exceed at any time then owing by the Borrower (or such lesser of (A) amount as the Agent or the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"Lender shall specify). Until Upon receipt of any such Notice of Borrowing, each Revolving Lender shall (whether or not the Commitment Termination Dateconditions set forth in Section 4.2 are then satisfied), Borrower may from on or before the time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance specified by the Agent (which in no event shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no earlier than 10:00 a.m. nor later than 10:30 a.m. 2:00 p.m. (California Dallas, Texas time) on the Business Day following the date on which such Notice of Borrowing is given), make available for the proposed Swing Line Advanceaccount of its Applicable Lending Office to the Agent such Lender's ratable portion of such Revolving Borrowing by depositing same day funds in the Agent's Account. Notwithstanding The proceeds of any other provision of this Agreement or such Borrowing shall be distributed by the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless Agent to the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not (subject to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e2.2(b)(ii)(E)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount as a prepayment or repayment of all or a portion of the Swing Line Loan upon demand therefor Advances then owing by Agentthe Borrower.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to (i) On the terms and conditions hereofset forth in this Agreement, the Swing Line Lender mayagrees to, in its discretionfrom time-to-time on any Business Day before the Maturity Date, make available from time to time until the Commitment Termination Date advances (each, a "“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance") , except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in accordance with any such notice. The an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Advances Sublimit outstanding shall not exceed at any time time; provided that the lesser sum of (A) the Swing Line Commitment and aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the Maximum Amount aggregate Revolving Commitments at such time and (2) (except for Overadvances) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line Advance, in each case less it being agreed by the outstanding balance Borrowers that the giving of the Revolving Loan at applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such time ("Swing Line Availability")Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Until Subject to the Commitment Termination Dateother provisions hereof, each Borrower may from time to time-to-time borrow, repay prepay (in whole or in part) and reborrow under this Section 1.1(b). Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower telephone notice to Agent in accordance with Section 1.1(a). Any such notice must be the Swing Line Lender given no later than 10:30 a.m. 2:00 p.m. (California New York time) on the Business Day date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. Notwithstanding The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any other provision of this Agreement or Swing Line Advance is not repaid on the other Loan Documentsdate due to the Swing Line Lender, the Swing Line Loan Lender shall constitute give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an Index amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate LoanAdvance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. Unless The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received at least one Business Day's prior written notice from any Co-Agent Lender such Lender’s Revolving Advance or Requisite Lenders instructing it not to make any participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender shallLender, notwithstanding the failure Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any condition precedent set forth in Section 2.2 Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other than Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to have each be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and to purchase participating interests in accordance with Section 1.1(b)(iv)the Borrowers. Borrower shall repay Upon the aggregate outstanding principal amount acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan upon demand therefor by AgentDocuments and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the (a) Swing Line Lender may, in its discretion, make available from time to time until time, at its sole election and without prior notice to or consent by any Lender or Borrower, convert any request or deemed request by Borrower for a Revolving Credit Advance that is a Base Rate Loan into a request for an advance made by, and for the Commitment Termination Date advances account of, Swing Line Lender in accordance with the terms of this Agreement (eacheach such advance, a "“Swing Line Advance") ). Each Swing Line Advance shall be a Base Rate Loan, and shall be advanced by Swing Line Lender in the same manner as Revolving Credit Advances are advanced hereunder, in accordance with the provisions of Section 2.1, provided, that no Swing Line Advances shall be made at any such noticetime that an Event of Default under Sections 9.1(a), (h) or (i) has occurred and is continuing. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and Maximum Amount or (B) the lesser of an amount that results in (1i) any Lender’s Revolving Exposure exceeding such Xxxxxx’s Revolving Loan Commitment or (ii) the aggregate Revolving Exposure of all Lenders exceeding the aggregate Revolving Loan Commitments of all Lenders. If at any time the outstanding Swing Line Advances exceed the Swing Line Maximum Amount and (2) (except for Overadvances) Amount, then, on the Borrowing Basenext succeeding Business Day, Borrower shall repay Swing Line Advances, in an aggregate amount equal to such excess. (b) [Reserved]. (c) Swing Line Lender shall give Agent prompt notice of each case less Swing Line Advance made by Swing Line Lender. In the event that on any Business Day Swing Line Lender desires that all or any portion of the outstanding balance Swing Line Advances should be reduced, in whole or in part, Swing Line Lender shall notify Agent to that effect and indicate the portion of the Revolving Loan at such time ("Swing Line Availability")Advance to be so reduced. Until Swing Line Lender hereby agrees that it shall notify Agent to reduce the Commitment Termination Date, Borrower may Swing Line Advance to zero at least once every week. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from time Swing Line Lender regarding the reduction of outstanding Swing Line Advances and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the obligation to time borrow, make a Revolving Credit Advance to repay and reborrow under this Section 1.1(boutstanding Swing Line Advances (or the applicable portion thereof). Each Lender hereby unconditionally and irrevocably agrees to fund to the Loan Account, for the benefit of Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no Lender, not later than 10:30 a.m. noon (California New York, NY time) on the Business Day immediately following the Business Day of such Xxxxxx’s receipt of such notice from Agent (provided, that if any Lender shall receive such notice at or prior to 10:00 a.m. (New York, NY time) on a Business Day, such funding shall be made by such Lender on such Business Day), such Lender’s Pro Rata Share of a Revolving Credit Advance (which Revolving Credit Advance shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the proposed Swing Line Advance. Notwithstanding any other provision principal amount equal to the portion of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Advance which is required to be paid to Swing Line Lender has received under this Section 2.3. The proceeds of any such Revolving Credit Advances so funded shall be immediately paid over to Agent for the benefit of Swing Line Lender for application against then-outstanding Swing Line Advances. For purposes of this Section 2.3, Swing Line Lender shall be conclusively entitled to assume that, at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make the time of the advance of any Swing Line Advance, each Lender will fund its Pro Rata Share of the Revolving Credit Advances provided for in this Section 2.3. (d) In the event that, at any time any Swing Line Advances are outstanding, either (i) an Event of Default pursuant to Section 9.1(h) or 9.1(i) has occurred or (ii) the Revolving Loan Commitments have been suspended or terminated in accordance with the provisions of this Agreement, then in either case, each Lender (other than Swing Line Lender) shall be deemed to have irrevocably and immediately purchased and received from Swing Line Lender, without recourse or warranty, an undivided interest and participation in the Swing Line Advances in an aggregate amount equal to such Lender’s Pro Rata Share of each Swing Line Advance outstanding. Any purchase obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever. In the event that on any Business Day Swing Line Lender shalldesires to effect settlement of any such purchase, notwithstanding Swing Line Lender shall promptly notify Agent to that effect and indicate the payment amounts required by each Lender to effect such settlement. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swing Line Lender and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the required payment settlement amount. Each such Lender shall effect such settlement upon receipt of any such notice by transferring to Agent's account specified by Agent to Lenders from time to time not later than noon (New York, NY time) on the Business Day immediately following the Business Day of receipt of such notice (provided, that if any such Lender shall receive such notice at or prior to 10:00 a.m. (New York, NY time) on a Business Day, such funding shall be made by such Lender on such Business Day), an amount equal to such Lender’s participation in the Swing Line Advance. (e) In the event any Lender fails to make available to Agent when due the amount of such Xxxxxx’s participation in the Swing Line Advances, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate, for the first 3 days following the due date, and thereafter at the Base Rate plus the Applicable Margin for Base Rate Loans in respect of Swing Line Advances. Any Lender’s failure to make any payment requested under this Section 2.3 shall not relieve any other Lender of its obligations hereunder, but no Lender shall be responsible for the failure of any condition precedent set forth in other Lender to make available to Agent such other Xxxxxx’s required payment hereunder. The obligations of Lenders under this Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) 2.3 shall be entitled deemed to fund such be binding upon Agent, Swing Line Advance andLender and Lenders notwithstanding the occurrence of any Default or Event of Default, in connection with such Swing Line Advance, or any insolvency or bankruptcy proceeding pertaining to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line or any other Loan upon demand therefor by AgentParty.

Swing Line Advances. Agent shall notify (a) The Borrower may, at any time prior to the Facility Termination Date, as set forth in this Section, request the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms make, and conditions hereof, the Swing Line Lender may, may in its sole and absolute discretion, make available from at any time prior to time until the Commitment Facility Termination Date advances (eachDate, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of make, Swing Line Advances to the Borrower, in an aggregate principal amount at any one time outstanding, not exceeding $10,000,000 (the “Swing Line Cap”), provided that: (1) the aggregate principal amount of all Swing Line Advances, together with the aggregate principal amount of all outstanding Syndicated Advances, at any one time outstanding shall not exceed the Facility Amount at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount such time; and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance aggregate principal amount of all Swing Line Advances and Syndicated Advances of the Revolving Loan at such time ("Swing Line Availability"Lender will not exceed the amount of its Commitment; and the aggregate amount of such Swing Line Advance shall be at least $500,000 (or in larger multiples of $100,000). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each No Swing Line Advance shall be made pursuant on any date that the Swing Line Lender has actual knowledge of the existence of an Event of Default. (b) Subject to the limitations set forth in Section 2.03(a) and except as may otherwise be agreed upon by the Swing Line Lender and the Borrower, the Borrower may request a Notice Swing Line Advance from the Swing Line Lender by delivering to the Administrative Agent and the Swing Line Lender a duly completed Funding Request and each of Revolving Credit Advance delivered by Borrower to Agent the other documents and other information as required under any of the terms set forth in accordance with Section 1.1(a)2.02. Any such notice Each Funding Request must be given received by the Administrative Agent and the Swing Line Lender no later than 10:30 a.m. 1:00 p.m. (California Washington, D.C. time) on the Domestic Business Day for which such Swing Line Advance is requested. If any Funding Request is received by the Administrative Agent and the Swing Line Lender after 1:00 p.m. (Washington, D.C. time) on the Domestic Business Day for which such Swing Line Advance is requested or on a day that is not a Domestic Business Day, such Funding Request shall be deemed to be received by the Administrative Agent and the Swing Line Lender at 9:00 a.m. on the next following Domestic Business Day. Each such Funding Request shall (i) specify the aggregate amount of the proposed requested Swing Line Advance, which shall be in an amount as specified in Section 2.03(a), (ii) specify the date of the requested Swing Line Advance, and (iii) include a representation that all conditions precedent for a funding have been met. Any Funding Request shall be irrevocable. (c) Except as may otherwise be agreed upon by the Swing Line Lender and the Borrower, the Swing Line Lender shall make the amount of such Swing Line Advance available to the Borrower on such date by depositing the same, in immediately available funds, in an account of the Borrower maintained with the Swing Line Lender. Subject to the limitations contained in this Agreement, the Borrower may borrow under this Section 2.03, prepay and reborrow under this Section 2.03 at any time before the Facility Termination Date. (d) The Banks hereby agree that if the Swing Line Lender funds any Swing Line Advance, the Banks shall reimburse the Swing Line Lender for such Swing Line Advance not later than one (1) Domestic Business Day(s) after the Swing Line Lender requests such reimbursement of a Swing Line Advance. Notwithstanding any other provision of this Agreement or Such reimbursement shall be accomplished by the other Loan Documents, Banks remitting to the Swing Line Loan shall constitute Lender at the Swing Line Lender’s account or such other account as designated in writing by the Swing Line Lender the amount (up to the amount of the outstanding Swing Line Advance) that the Banks otherwise would be required to remit to the account designated by the Borrower pursuant to subsection 2.02 in connection with an Index Rate LoanAdvance being made on the date of such reimbursement. Unless The Borrower hereby authorizes and instructs the Banks to reimburse the Swing Line Lender in such manner. (e) In furtherance and not in limitation of the terms of Section 2.03(d), at any time, upon the request of the Swing Line Lender, each Bank other than the Swing Line Lender shall, on the Domestic Business Day after such request is made, purchase a participating interest in Swing Line Advances in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Line Advances. On such Domestic Business Day, each Bank will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any such Bank its participating interest in a Swing Line AdvanceLoan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’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 Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Bank’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 Bank or any other Person may have against the Swing Line Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (iv) any breach of this Agreement or any other Transaction Documents by the Borrower or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) Notwithstanding anything contained in this Agreement to the contrary, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth facility contained in this Section 2.2 2.03 shall terminate immediately upon: (other than the condition precedent set forth in Section 2.2(e)i) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iiiBB&T’s removal or resignation as Administrative Agent; or (ii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount termination of the Swing Line Loan upon demand therefor by AgentCommitments (whether at maturity or otherwise).

Swing Line Advances. Agent shall notify the The Domestic Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject agrees to make, or to cause an Appropriate Swing Line Lender to make, on the terms and conditions hereofhereinafter set forth, the Swing Line Lender may, Advances in its discretion, make available US Dollars or any Offshore Currency to the Domestic Borrower or any Offshore Borrower from time to time on any Business Day during the period from the Effective Date until the Commitment Termination Date advances (each, a "i) in an aggregate amount (calculated on any date of determination for purposes of each Offshore Swing Line Advance") in accordance with any , as the US Dollar Equivalent of such notice. The aggregate amount of Offshore Swing Line Advances outstanding shall Advance on such date) not to exceed at any time outstanding US$20,000,000 (the lesser "SWING LINE SUB-FACILITY"), (ii) in an amount for each such Swing Line Borrowing (calculated on any date of determination for purposes of each Swing Line Borrowing in an Offshore Currency, as the US Dollar Equivalent of such Swing Line Borrowing Credit Agreement on such date) not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time and (Aiii) in an aggregate amount for all Swing Line Advances in each Applicable Currency, not to exceed the Applicable Swing Line Sub-Limit for such Applicable Currency. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing in US Dollars shall be in an amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and shall be made as a Base Rate Advance. Each Swing Line Borrowing in an Offshore Currency shall be in an amount of the US Dollar Equivalent of $250,000 or an integral multiple of $100,000 in excess thereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Commitment Sub-Facility and within the limits referred to in clauses (ii) and (Biii) above, so long as the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing BaseDomestic Swing Line Lender, in each case less the outstanding balance of the Revolving Loan at such time ("its sole discretion, elects to make Swing Line Availability"). Until Advances, or to cause another Appropriate Swing Line Lender to make Swing Line Advances, the Commitment Termination Date, Domestic Borrower or any Offshore Borrower may from time to time borrowborrow under this Section 2.01(d), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 1.1(b2.01(d). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. (a) Subject to the terms and conditions hereofset forth herein, the each Swing Line Lender may, in its discretion, severally agrees to make a portion of the credit otherwise available from time to time to the Borrower or Borrowing Subsidiary under the credit facility established hereby by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Date until the Commitment Termination Date advances (each, a "applicable to such Swing Line Advance"Lender to the Borrower or Borrowing Subsidiary requesting such extension of credit under subsection (b) in accordance with any such noticeof this Section 2.20. The aggregate amount of Such Swing Line Advances outstanding shall be denominated in Euro and, in the aggregate, shall not exceed (x) at any time the lesser of outstanding (Ai) the for each Swing Line Lender (1) such Swing Line Lender’s Swing Line Commitment and (B) the lesser of (1) the Maximum Amount then in effect and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at when aggregated to such time ("Swing Line Availability"). Until the Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Commitment Termination Date, Borrower may from time to time borrow, repay then in effect and reborrow under this Section 1.1(b). (ii) for all (b) Each Swing Line Advance shall be made pursuant on notice to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be the Swing Line Lenders and the Administrative Agent, given no not later than 10:30 a.m. 11:00 A.M. (California London time) on the Business Day of on which the proposed Swing Line AdvanceAdvance is to be made. Notwithstanding any other provision Such notice requirement shall be satisfied by the delivery of this Agreement a Notice of Borrowing for such Swing Line Advance in writing, by email or facsimile, and such notice shall specify therein (A) the other Loan Documentsrequested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by the Borrower or Borrowing Subsidiary and (C) the requested account to which the proceeds of the requested Swing Line Advance are to be transferred. Upon fulfillment of the applicable conditions set forth in Article III, each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Loan shall constitute an Index Rate Loan. Unless Lenders) available for the account of its Applicable Lending Office to the account designated by the Borrower for such purpose on the date specified in such Notice of Borrowing, in same day funds, before 1:00 P.M. (London time) on the date the Borrower or Borrowing Subsidiary has requested such Swing Line Advance. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Advance to be made by such other Swing Line Lender on the date of any Swing Line Borrowing. (d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender shallLender, notwithstanding by deposit to the failure Administrative Agent’s Account, in same day funds, an amount equal to the portion of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund outstanding principal amount of such Swing Line Advance andto be purchased by such Lender. The Borrower or Borrowing Subsidiary, as the case may be, hereby agrees to (e) At any time after any Lender has funded a risk participation in connection with a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the such Swing Line Loan upon demand therefor Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by Agent.such Swing Line Lender. ARTICLE III

Swing Line Advances. Agent shall notify (a) For the convenience of the parties, the US Administrative Agent, solely for its own account, may make any requested Advance under the US Revolving Credit Commitments (which request must be made before 1:00 p.m. (Houston time) on the Business Day the Advance is to be made and may be telephonic if confirmed in writing within two Business Days) in the minimum amount of $500,000 (or a greater integral multiple of $100,000) directly to the US Borrower as a US Swing Line Advance without requiring each other US Lender upon Agent's receipt of any Notice of Revolving Credit Advanceto fund its Percentage thereof on such Business Day. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of US Swing Line Advances are subject to the following conditions: (i) Each US Swing Line Advance must occur on a Business Day before the Termination Date; (ii) The aggregate principal outstanding shall of all US Swing Line Advances may not exceed at any time $25,000,000; the lesser aggregate principal amount outstanding of (A) the all US Swing Line Commitment Advances, the aggregate principal amount of all US Revolving Credit Advances, and (B) the lesser Letter of (1) Credit Liabilities under the Maximum Amount US Letters of Credit may at no time exceed the aggregate US Revolving Credit Commitments; and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each no US Swing Line Advance shall be made pursuant to a Notice which would cause the aggregate principal outstanding of US Administrative Agent’s percentage of all US Revolving Credit Advances (including US Swing Line Advances) to exceed the US Administrative Agent’s US Revolving Credit Commitment; (iii) Each US Swing Line Advance delivered shall be paid in full or Converted by the US Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. the 15th day and the last day of each calendar month, and if such US Swing Line Advance is not paid within such time, then such US Swing Line Advance shall be paid in full by the funding of a Base Rate Advance; and (California iv) Each US Swing Line Advance shall accrue interest at the Base Rate plus the Applicable Margin for Base Rate Advances and Swing Line Advances. (b) For the convenience of the parties, the Canadian Administrative Agent, solely for its own account, may make any requested Advance under the Canadian Commitments (which request must be made before 1:00 p.m. (Toronto, Ontario time) on the Business Day the Advance is to be made and may be telephonic if confirmed in writing within two Business Days) in the minimum amount of $500,000 (or a greater integral multiple of $100,000) directly to the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Canadian Borrower as a Canadian Swing Line Advance and, in connection with without requiring each other Canadian Lender to fund its Percentage thereof on such Business Day. Canadian Swing Line Advance, Advances are subject to have each Lender make Revolving Credit the following conditions: (i) Each Canadian Swing Line Advance must occur on a Business Day before the Termination Date; (ii) The aggregate principal outstanding of all Canadian Swing Line Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay may not exceed $5,000,000; the aggregate principal amount outstanding of all Canadian Swing Line Advances, the aggregate principal amount of all Canadian Advances, and the Letter of Credit Liabilities under the Canadian Letters of Credit may at no time exceed the aggregate Canadian Commitments; and no Canadian Swing Line Loan upon demand therefor Advance shall be made which would cause the aggregate principal outstanding of Canadian Administrative Agent’s percentage of all Canadian Advances (including Canadian Swing Line Advances) to exceed the Canadian Administrative Agent’s Canadian Commitment; (iii) Each Canadian Swing Line Advance shall be paid in full or Converted by Agentthe Canadian Borrower no later than the 15th and last day of each calendar month, and if such Canadian Swing Line Advance is not paid within such time, then such Canadian Swing Line Advance shall be paid in full by the funding of a Base Rate Advance; and (iv) Each Canadian Swing Line Advance shall accrue interest at the Base Rate plus the Applicable Margin for Base Rate Advances and Swing Line Advances.

Swing Line Advances. Agent shall notify (i) From and after the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender mayagrees to make advances (each such advance hereunder, in its discretion, make available a “Swing Line Advance”) to the Borrower from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such noticetime. The aggregate amount of the Swing Line Advances outstanding Loan shall not exceed at any time the lesser of (A) exceed the Swing Line Commitment and (B) Commitment. Under no circumstances shall the lesser of (1) Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance aggregate amount of the Revolving Loan at such time ("Swing Line Availability")Loan would exceed the Swing Line Commitment. Until the Commitment Termination DateThe Swing Line Lender shall not make any Swing Line Advance, if after giving effect thereto, a Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) Advances hereunder on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loanterms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day's ’s prior written notice from any Co-Agent or Requisite the Lenders instructing it not to make any a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) 3.01 or 3.02, be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, and to have each Lender the Lenders make Revolving Credit Advances in accordance with Section 1.1(b)(iii2.01(b)(iii) and to or purchase participating interests in accordance with Section 1.1(b)(iv2.01(b)(iv). Subject to Section 12.15(b), the Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon in full in immediately available funds on the Commitment Termination Date. (ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Loan. Such note shall be in the principal amount of the Swing Line Commitment, dated the Closing Date and substantially in the form of Exhibit 2.01(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06. The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once per month, shall on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (excluding the Swing Line Lender) to make a Revolving Credit Advance to the Borrower in an amount equal to such Lender’s Pro Rata Share of the principal amount of the Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred (in which event the procedures of subsection (iv) below shall apply) and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given; provided that (i) no Lender shall be required to make such a Revolving Credit Advance if the Swing Line Advance to be financed was made in violation of the fourth sentence of Section 2.01(b)(i) and the Funding Excess resulting therefrom has not yet been cured, (ii) no Lender shall be required to make such a Revolving Credit Advance if, after giving effect to such Revolving Credit Advance, the Outstanding Principal Amount of the Revolving Credit Advances made by such Lender would exceed such Lender’s several Commitment and (iii) no Lender shall be required to make such a Revolving Credit Advance after the Final Advance Date. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(iii), the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) shall, except to the extent described in the proviso set forth in the second to last sentence of Section 2.01(b)(iii), be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 2.01(b)(iii) or (b)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand therefor by Agentfrom such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be on notice, given no not later than 10:30 a.m. 11:00 A.M. (California New York City time) on the Business Day date of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or , by the other Loan Documents, Borrower to the Swing Line Loan shall constitute an Index Rate LoanBank and the Agent. Unless the Each such notice of a Swing Line Lender has received Advance (a "NOTICE OF SWING LINE ADVANCE") shall be by telephone or telecopier, confirmed (in the case of telephonic notice) immediately in writing, specifying therein the requested (i) date of such Swing Line Advance, (ii) amount of such Swing Line Advance, (iii) maturity of such Swing Line Advance (which maturity shall be no later than the seventh day after the requested date of such Swing Line Advance) and (iv) the Available Credit at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing such time. If, in its sole discretion, it not elects to make any the requested Swing Line Advance, the Swing Line Lender shallBank will make the amount thereof available to the Agent at the Agent's address referred to in Section 11.02, notwithstanding in same day funds. After the failure Agent's receipt of any condition precedent such funds and upon fulfillment of the applicable conditions set forth in Section 2.2 (Article III, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Upon written demand by the Swing Line Bank with a copy of such demand to the Agent, each other than Lender shall purchase from the condition precedent set forth Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Lender, such other Lender's Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank, by deposit to the Agent's address referred to in Section 2.2(e)) be entitled 11.02, in same day funds, an amount equal to fund the portion of the outstanding principal amount of such Swing Line Advance andto be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, in connection provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) the Loan Documents or any Loan Party. If and to purchase participating interests the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Lender shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in accordance with Section 1.1(b)(iv). Borrower respect of principal shall repay constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor Advance made by Agentthe Swing Line Bank shall be reduced by such amount on such Business Day.

Swing Line Advances. Agent shall notify (a) The Borrower may, during the Revolving Period, as set forth in this Section, request the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms make, and conditions hereof, the Swing Line Lender may, may in its sole and absolute discretion, make available from time to time until during the Commitment Termination Date advances (eachRevolving Period, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of make, Swing Line Advances to the Borrower, in an aggregate principal amount at any one time outstanding, not exceeding $5,000,000 (the “Swing Line Cap”), provided that: (1) the aggregate principal amount of all Swing Line Advances, together with the aggregate principal amount of all outstanding Syndicated Advances, at any one time outstanding shall not exceed at any time the lesser of of: (Ai) the Swing Line Commitment Facility Amount at such time; and (Bii) an amount equal to the lesser of (1) the Maximum Amount Borrowing Base at such time; and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance aggregate principal amount of all Swing Line Advances and Syndicated Advances of the Revolving Loan at such time ("Swing Line Availability")Lender will not exceed the amount of its Commitment; and the aggregate amount of such Swing Line Advance shall be at least $500,000 (or in larger multiples of $100,000) and shall not be in a principal amount in excess of an amount equal to the Availability as of the date of such Swing Line Advance. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each No Swing Line Advance shall be made pursuant on any date that: (1) the Required Advance Reduction Amount is greater than zero; or (2) the Swing Line Lender has actual knowledge of the existence of an Event of Default. (b) Subject to the limitations set forth in Section 2.03(a) and except as may otherwise be agreed upon by the Swing Line Lender and the Borrower, the Borrower may request a Notice Swing Line Advance from the Swing Line Lender by delivering to (i) the Administrative Agent and the Swing Line Lender a Swing Line Funding Request substantially in the form of Revolving Credit Advance delivered by Borrower to Agent Exhibit A-2 hereto and (ii) the Administrative Agent, the Swing Line Lender and the Collateral Custodian a duly completed Funding Request (along with a Borrowing Base Certificate) in accordance with Section 1.1(a)2.02 and each of the other documents and other information as required under any of the times set forth in Section 2.02. Any Each Swing Line Funding Request shall include a completed Borrowing Base Certificate and the Tape updated to the date of such notice Swing Line Funding Request. Each Swing Line Funding Request (along with the Borrowing Base Certificate) and Tape must be given received by the Administrative Agent and the Swing Line Lender and each related Funding Request (along with a Borrowing Base Certificate) must be received by the Administrative Agent no later than 10:30 a.m. 1:00 p.m. (California Washington, D.C. time) on the Domestic Business Day for which such Swing Line Advance is requested. If any Swing Line Funding Request (or Borrowing Base Certificate) or Tape is received by the Administrative Agent and the Swing Line Lender, or if any related Funding Request (or Borrowing Base Certificate) is received by the Administrative Agent, after 1:00 p.m. (Washington, D.C. time) on the Domestic Business Day for which such Swing Line Advance is requested or on a day that is not a Domestic Business Day, such Swing Line Funding Request (or Borrowing Base Certificate) or Tape, or such related Funding Request (or Borrowing Base Certificate), shall be deemed to be received by the Administrative Agent and the Swing Line Lender or the Administrative Agent at 9:00 a.m. on the next following Domestic Business Day. Each such Swing Line Funding Request (along with a Borrowing Base Certificate) shall (i) specify the aggregate amount of the proposed requested Swing Line Advance, which shall be in an amount as specified in Section 2.03(a), (ii) specify the date of the requested Swing Line Advance, and (iii) include a representation that all conditions precedent for a funding have been met. Any Swing Line Funding Request shall be irrevocable. (c) Except as may otherwise be agreed upon by the Swing Line Lender and the Borrower, the Swing Line Lender shall make the amount of such Swing Line Advance available to the Borrower on such date by depositing the same, in immediately available funds, in an account of the Borrower maintained with the Swing Line Lender. Subject to the limitations contained in this Agreement, the Borrower may borrow under this Section 2.03, prepay and reborrow under this Section 2.03 at any time before the Revolving Period Termination Date. (d) The Banks hereby agree that if the Swing Line Lender funds any Swing Line Advance, the Banks shall reimburse the Swing Line Lender for such Swing Line Advance not later than one (1) Domestic Business Day(s) after the Swing Line Lender requests such reimbursement of a Swing Line Advance. Notwithstanding any other provision of this Agreement or Such reimbursement shall be accomplished by the other Loan Documents, Banks remitting to the Swing Line Loan shall constitute Lender at the Swing Line Lender’s Account or such other account as designated in writing by the Swing Line Lender the amount (up to the amount of the outstanding Swing Line Advance) that the Banks otherwise would be required to remit to the account designated by the Borrower pursuant to subsection 2.02 in connection with the Advance being made on the date of such reimbursement. The Borrower and the Servicer hereby authorize and instruct the Banks to reimburse the Swing Line Lender in such manner. (e) In furtherance and not in limitation of the terms of Section 2.03(d), at any time, upon the request of the Swing Line Lender, each Bank other than the Swing Line Lender shall, on the Domestic Business Day after such request is made, purchase a participating interest in Swing Line Advances in an Index Rate Loanamount equal to its ratable share (based upon its respective Commitment) of such Swing Line Advances. Unless On such Domestic Business Day, each Bank will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any such Bank its participating interest in a Swing Line AdvanceLoan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’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 Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Bank’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 Bank or any other Person may have against the Swing Line Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (iv) any breach of this Agreement or any other Transaction Documents by the Borrower or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) Notwithstanding anything contained in this Agreement to the contrary, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth facility contained in this Section 2.2 2.03 shall terminate immediately upon: (other than the condition precedent set forth in Section 2.2(e)i) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iiiBB&T’s removal or resignation as Administrative Agent; or (ii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount termination of the Swing Line Loan upon demand therefor by AgentCommitments (whether at maturity or otherwise).

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan and Term Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b1.1(c). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii1.1(c)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv1.1(c)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. If on any Business Day that NFC or the Agent, as the case may be, determines that there exists a Commercial Paper Deficit, and the excess of such Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes is equal to or less than $5,000,000, NFC or the Agent, as the case may be, shall promptly (and in no case later than 10:30 a.m. on the date of such discovery) notify the Depositary of such Commercial Paper Deficit and NFC or the Agent, as attorney-infact for NFC, may, or the Agent, upon the instruction of the Depositary pursuant to Section 5(b) of the Depositary Agreement, shall by delivering a Borrowing Request to the Liquidity Agent shall notify for forwarding to the Swing Line Lender upon Agent's receipt for a Borrowing consisting of any Notice a Swing Line Advance, irrevocably request, not later than 11:30 a.m., New York City time, on the date of Revolving Credit Advancea proposed Borrowing, that a Borrowing be made in an aggregate principal amount equal to the least of (a) $5,000,000 minus the aggregate principal amount of all Swing Line Advances then outstanding; (b) the excess, if any, of the Swing Line Lenders Liquidity Commitment as a Liquidity Lender over the aggregate principal amount of all of its Liquidity Advances Outstanding on the date of such proposed Borrowing (without giving effect to such proposed Borrowing); and (c) the excess of the Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes. Subject to On the terms and subject to the conditions hereofof this Liquidity Agreement, the Swing Line Lender may, in its discretion, make available from time each such Borrowing shall be a Base Rate Advance (subject to time until the Commitment Termination Date advances (each, a "Swing Line Advance") conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified i such Borrowing Request. For the purposes of this Section, Commercial Paper Notes maturing on any such noticeday which have been paid from an advance made by the Depositary that has not been reimbursed shall nonetheless be deemed to be unpaid. The If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.3 (provided that the conditions thereto set forth in Section 6.3 are satisfied), (a) the aggregate principal amount of Swing Line Advances outstanding shall not exceed at any time the lesser of would be greater than $5,000,000, or (Ab) the aggregate principal amount of Swing Line Commitment Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (Bc) the lesser aggregate principal amount of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be all Liquidity Advances Outstanding made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior would exceed its Liquidity Commitment, then in any such case each Liquidity Lender shall immediately and unconditionally, upon written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, thereof by the Swing Line Lender shallLender, notwithstanding make Liquidity Advances to NFC, the failure proceeds of any condition precedent set forth in Section 2.2 (other than which will be applied to the condition precedent set forth in Section 2.2(e)) be entitled to fund such repayment of Swing Line Advance andAdvances made by the Swing Line Lender, in connection with an amount equal to such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay Liquidity Lender's Percentage of the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by AgentAdvances Outstanding. Notwithstanding Section 6.3, the obligation of the Liquidity Lenders to make Liquidity Advances under this Section 3.6.3 shall be unconditional. The Swing Line Advances and Liquidity Advances made pursuant to this Section 3.6.3 shall be comprised of Base Rate Advances, subject to conversion in accordance with the provisions of Section 3.8 hereof.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Aggregate Borrowing Base, in each case case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Moreover, the Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 1.1(a). Any such notice Those notices must be given no later than 10:30 11:00 a.m. (California New York time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower Borrowers shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan and Term Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time AMENDED AND RESTATED CREDIT AGREEMENT borrow, repay and reborrow under this Section 1.1(b1.1(c). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii1.1(c)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv1.1(c)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. (a) Subject to the terms and conditions hereof, and relying on the representations and warranties herein set forth, the Swing Line Lender may, in its discretion, shall make available swing line loans (the “Swing Line Advances”) to the Borrower at any time or from time to time until after the Commitment date hereof to, but not including the Termination Date advances (each, a "in an aggregate outstanding principal amount up to but not in excess of the amount of the Swing Line Advance"Commitment as requested by the Borrower; provided, that, (a) in accordance with after giving effect to any such notice. The aggregate amount of Swing Line requested, the Revolving Credit Advances outstanding shall not exceed at the Commitments of all of the Lenders and (b) the aggregate principal amount of all outstanding Swing Line Advances (after giving effect to any time amount requested), shall not exceed the lesser of (Ai) the Commitments of all of the Lenders less the sum of all outstanding Revolving Credit Advances and the Letter of Credit Obligations and (ii) the Swing Line Commitment and (B) Commitment. Within the lesser of (1) foregoing limits, the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time prior to time the Termination Date borrow, repay and reborrow under this Section 1.1(bthe Swing Line Commitment, subject to and in accordance with the terms and limitations hereof. The interest rate for a Swing Line Advance shall be Daily Simple SOFR plus the Applicable Margin in effect from time to time for Term SOFR Rate Advances (or, if Daily Simple SOFR is unavailable, the Base Rate (calculated without reference to clause (c) thereof) plus the Applicable Margin in effect from time to time for Base Rate Advances), and such interest shall be due and payable in arrears on the first Business Day of each month. (b) Each request for a Swing Line Advance (each a “Notice of Swing Line Borrowing”) shall be in writing (or by telephone immediately confirmed in writing, it being understood that the Swing Line Lender may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) in substantially the form of Exhibit B-2 hereto and received by the Swing Line Lender not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day such Swing Line Advance is to be made (or such later time as the Swing Line Lender shall agree in its discretion), specifying in each case (i) the amount to be borrowed, and (ii) the requested borrowing date. The request for such Swing Line Advance shall be irrevocable. The Swing Line Lender shall, not later than 4:00 p.m. (Pittsburgh, Pennsylvania time) on the date specified in the Borrower’s request for such Swing Line Advance, make such Swing Line Advance by crediting the deposit account designated by the Borrower in writing at the time of such request. Each Swing Line Advance shall be made pursuant to a Notice in an original principal amount of Revolving Credit Advance delivered by $100,000 or in integral amounts of $100,000 in excess thereof. The obligation of the Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, repay the Swing Line Loan shall constitute an Index Rate Loan. Unless Advances may be evidenced by a promissory note of the Borrower dated the date hereof, payable to the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, in the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan Commitment and substantially in the form of Exhibit A‑2 (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”). (c) The Borrower shall have the right at any time and from time to time to prepay the Swing Line Advances, in whole or in part, without premium or penalty, upon prior written, facsimile or telephonic notice to the Swing Line Lender given no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the date of any proposed prepayment (each such date, a “Swing Line Prepayment Date”). Each notice of prepayment shall specify the Swing Line Advance to be prepaid and the amount to be prepaid (which, except in the case of payment in full, shall be in the principal amount of $100,000 or in integral multiples of $100,000 in excess thereof), shall be irrevocable and shall commit the Borrower to prepay such amount on such date. All Swing Line Advances and accrued interest thereon shall be payable on the Termination Date. (d) If a Swing Line Advance has not been repaid within seven (7) Business Days of the date that such Swing Line Advance was made, the Swing Line Lender shall notify the Agent and the Agent shall notify each Lender thereof and of each Lender’s pro rata share (based on its Ratable Share) thereof. Each Lender shall before 12:00 noon (Pittsburgh, Pennsylvania time) on the next Business Day and whether or not one or more Events of Default shall exist (other than an Event of Default under Section 6.01(e)) make available to the Agent, in immediately available funds, the amount of its pro rata share (based on its Ratable Share) of the principal amount of such Swing Line Advance outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Advance to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 3.02. The Agent shall use such funds to repay the principal amount of such Swing Line Advance to the Swing Line Lender. The failure of any Lender to make available to the Agent for the account of the Swing Line Lender a Revolving Credit Advance as provided in this Section 2.03(d) shall be treated for all purposes in the same manner as the failure of a Lender to make a Revolving Credit Advance under Section 2.02(d) and (e) and shall be subject to the provisions of such Sections. (e) Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the Required Lenders shall, require the Borrower to pay interest (“Default Interest on Swing Line Advances”) on (i) the unpaid principal amount of each Swing Line Advance, payable on demand therefor at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time and (ii) to the fullest extent permitted by Agentlaw, the amount of any interest payable hereunder with respect to Swing Line Advances that is not paid when due, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time, provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest on Swing Line Advances shall accrue and be payable hereunder whether or not previously required by the Agent and shall be paid in full on demand.

Swing Line Advances. If on any Business Day that RFC or the Series 1997-1 Collateral Agent, as the case may be, determines that there exists a Commercial Paper Deficit, and the excess of such Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Series 1997-1 Collateral Account and the Series 1997-1 Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes is equal to or less than the Swing Line Commitment, RFC or the Series 1997-1 Collateral Agent, as the case may be, shall promptly (and in no case later than [10:30 a.m.] on the date of such discovery) notify the Depositary of such Commercial Paper Deficit and RFC or the Series 1997-1 Collateral Agent, as attorney-in-fact for RFC, may, or the Series 1997-1 Collateral Agent, upon the instruction of the Depositary pursuant to Section 5(b) of the Depositary Agreement, shall by delivering a Borrowing Request to the Series 1997-1 Liquidity Agent shall notify for forwarding to the Swing Line Lender upon Agentfor a Borrowing consisting of a Swing Line Advance, irrevocably request, not later than [11:30 a.m.], New York City time, on the date of a proposed Borrowing, that a Borrowing be made in an aggregate principal amount equal to the least of (a) The Swing Line Commitment minus the aggregate principal amount of all Swing Line Advances then outstanding; (b) the excess, if any, of the Swing Line Lender's receipt Liquidity Commitment as a Liquidity Lender over the aggregate principal amount of any Notice all of Revolving Credit Advanceits Liquidity Advances Outstanding on the date of such proposed Borrowing (without giving effect to such proposed Borrowing); and (c) the excess of the Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Series 1997-1 Collateral Account and the Series 1997-1 Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes. Subject to On the terms and subject to the conditions of this Series 1997-1 Liquidity Agreement (including the conditions precedent to borrowing set forth in Section 6.3 hereof), the Swing Line Lender may, in its discretion, make available from time each such Borrowing shall be a Base Rate Advance (subject to time until the Commitment Termination Date advances (each, a "Swing Line Advance") conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in such Borrowing Request. For the purposes of this Section, Commercial Paper Notes maturing on any such noticeday which have been paid from an advance made by the Depositary that has not been reimbursed shall nonetheless be deemed to be unpaid. The If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.3, (a) the aggregate principal amount of Swing Line Advances outstanding shall not exceed at any time would be greater than the lesser Swing Line Commitment, or (b) the aggregate principal amount of (A) Swing Line Advances is less than or equal to the Swing Line Commitment and such Swing Line Advances are not repaid within five (B5) Business Days or (c) the lesser aggregate principal amount of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be all Liquidity Advances Outstanding made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior would exceed its Liquidity Commitment, then in any such case each Liquidity Lender shall immediately and unconditionally, upon written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, thereof by the Swing Line Lender shallLender, notwithstanding make Liquidity Advances to RFC, the failure proceeds of any condition precedent set forth in Section 2.2 (other than which will be applied to the condition precedent set forth in Section 2.2(e)) be entitled to fund such repayment of Swing Line Advance andAdvances made by the Swing Line Lender, in connection with an amount equal to such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay Liquidity Lender's Percentage of the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by AgentAdvances Outstanding. Notwithstanding Section 6.2 or Section 6.3, the obligation of the Liquidity Lenders to make Liquidity Advances under this Section 3.6.3 to repay Swing Line Advances shall be unconditional and shall be comprised of Base Rate Advances, subject to conversion in accordance with the provisions of Section 3.8 hereof.

Swing Line Advances. Agent shall notify (a) The Borrower may prior to the Termination Date, as set forth in this Section, request the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms make, and conditions hereof, the Swing Line Lender maymay in its sole and absolute discretion prior to the Termination Date make, Swing Line Advances to the Borrower, in its discretionan aggregate principal amount at any one time outstanding, make available from not exceeding $5,000,000 (the "Swing Line Cap"), provided that the aggregate principal amount of all Swing Line Advances, together with the aggregate principal amount of all outstanding Advances, Undrawn Amounts and Letter of Credit Advances, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time. (b) Except as may otherwise be agreed upon by the Swing Line Lender and the Borrower, when the Borrower wishes to time until request a Swing Line Advance, it shall give the Commitment Termination Date advances Agent notice substantially in the form of Exhibit N hereto (each, a "Swing Line AdvanceAdvance Request") in accordance with any so as to be received no later than 11:00 A.M. (Winston-Salem, North Carolina time) on or before the date of the proposed Swing Line Advance proposed therein (or such notice. The other time and date as the Borrower and the Swing Line Lender may agree), specifying: (i) the proposed date of such Swing Line Advance, which shall be a Domestic Business Day (the "Borrowing Date"); and (ii) the aggregate amount of such Swing Line Advances outstanding Advance, which shall be at least $50,000 (or in larger multiples of $10,000) but shall not exceed at any time cause the lesser limits specified in Section 2.15(a) to be violated. (c) The Swing Line Lender shall make the amount of (A) such Swing Line Advance available to the Borrower on such date by depositing the same, in immediately available funds, in an account of the Borrower maintained with the Swing Line Commitment and Lender. (Bd) Subject to the lesser of (1) limitations contained in this Agreement, the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrowborrow under this Section 2.15, repay prepay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice 2.15 at any time before the Termination Date. (e) At any time, upon the request of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute Lender, each Bank other than the Swing Line Lender shall, on the Domestic Business Day after such request is made, purchase a participating interest in Swing Line Advances in an Index Rate Loanamount equal to its ratable share (based upon its respective Commitment) of such Swing Line Advances. Unless On such Domestic Business Day, each Bank will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.Bank its

Swing Line Advances. Agent shall notify (a) The Borrower may prior to the Termination Date, as set forth in this Section, request the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms make, and conditions hereof, the Swing Line Lender may, in its discretion, make available from time prior to time until the Commitment Termination Date advances (eachwill make, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed to the Borrower, in an aggregate principal amount at any one time the lesser of outstanding, not exceeding $10,000,000, provided that: (Ai) the aggregate principal amount of all outstanding Swing Line Commitment and (B) Advances, together with the lesser of sum of: (1) the Maximum Amount aggregate outstanding principal amount of all other outstanding Loans, at any one time outstanding and (2) the sum of: (except for OveradvancesA) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Letter of Credit Advances and (B) the aggregate Undrawn Amounts shall not at any one time exceed the aggregate amount of the Commitments of all of the Banks at such time; and (ii) the aggregate principal amount of all outstanding Swing Line Advances shall not exceed $10,000,000. (b) Except as the Borrower and Swing Line Lender may otherwise agree, when the Borrower wishes to request a Swing Line Advance, it shall give the Administrative Agent notice substantially in the form of Exhibit L hereto (a "Swing Line Loan Request") so as to be received no later than 11:00 A.M. (New Orleans, Louisiana time) on or before the date of the proposed Swing Line Borrowing proposed therein (or such other time and date as the Borrower and the Swing Line Lender may agree), specifying: (i) the proposed date of such Swing Line Borrowing, which shall be a Domestic Business Day (the "Borrowing Date"); and (ii) the aggregate amount of such Swing Line Borrowing, which shall be at least $250,000 (or in larger multiples of $50,000) but shall not cause the limits specified in Section 2.3(a) to be violated; Each Swing Line Advance shall be for an Interest Period of one day. Except as the Borrower and Swing Line Lender may otherwise agree, the Borrower shall not deliver a Swing Line Loan Request more frequently than once every 3 Domestic Business Days. (c) Except as the Borrower and Swing Line Lender may otherwise agree, the Swing Line Lender shall make the amount of such Swing Line Advance available to the Borrower on such date by depositing the same, in immediately available funds, in an account of such Borrower maintained with the Swing Line Lender. (d) Subject to the limitations contained in this Agreement, the Borrower may borrow under this Section 2.3, prepay and reborrow under this Section 2.3 at any time before the Termination Date. (e) At any time, upon demand therefor the request of the Swing Line Lender, each Bank other than the Swing Line Lender shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Line Advances in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Line Advances. On such third Domestic Business Day, each Bank will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received from any such Bank its participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank'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 Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Bank'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 Bank or any other Person may have against the Swing Line Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of the Borrower, any Guarantor or any other Person; (iv) any breach of this Agreement by the Borrower, any Guarantor or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) Notwithstanding anything contained in this Agreement to the contrary, the Swing Line Advance facility contained in this Section 2.3 shall terminate immediately upon: (i) Hibernia's removal or resignation as Administrative Agent; or (ii) termination of the Commitments (whether at maturity or otherwise).

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 10:00 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line AdvanceSWING LINE ADVANCE") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Aggregate Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("SWING LINE AVAILABILITY"). Moreover, except for Overadvances, the Swing Line Availability")Loan outstanding to any Borrower shall not exceed at any time such Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section SECTION 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section SECTION 1.1(a). Any such notice must be given no later than 10:30 10:00 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Unless the Swing Line Lender has received at least one Business Day's prior written notice from Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in SECTION 2.2 (other than the condition precedent set forth in SECTION 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with SECTION 1.1(b)(iii) and to purchase participating interests in accordance with SECTION 1.1(b)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section SECTION 2.2 (other than the condition precedent set forth in Section SECTION 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with Section SECTION 1.1(b)(iii) and to purchase participating interests in accordance with Section SECTION 1.1(b)(iv). Borrower Borrowers shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Aggregate Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Moreover, except for Overadvances, the Swing Line Loan outstanding to any Borrower shall not exceed at any time such Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, Borrower Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower to Agent Representative on behalf of the applicable Borrower in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 10:00 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrowers shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent, which repayment shall be made exclusively from the proceeds of Revolving Credit Advances made in accordance with the terms of this Agreement pursuant to Section 1.11(b) or otherwise.

Swing Line Advances. Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to (i) On the terms and conditions hereofset forth in this Agreement, the Swing Line Lender mayagrees to, in its discretionfrom time-to-time on any Business Day before the Maturity Date, make available from time to time until the Commitment Termination Date advances (each, a "“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance") , except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in accordance with any such notice. The an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Advances Sublimit outstanding shall not exceed at any time time; provided that the lesser sum of (A) the Swing Line Commitment and aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the Maximum Amount aggregate Revolving Commitments at such time and (2) (except for Overadvances) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line Advance, in each case less it being agreed by the outstanding balance Borrowers that the giving of the Revolving Loan at applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such time ("Swing Line Availability")Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Until Subject to the Commitment Termination Dateother provisions hereof, each Borrower may from time to time-to-time borrow, repay prepay (in whole or in part) and reborrow under this Section 1.1(b). Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower telephone notice to Agent in accordance with Section 1.1(a). Any such notice must be the Swing Line Lender given no later than 10:30 a.m. 2:00 p.m. (California New York time) on the Business Day date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. Notwithstanding The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any other provision of this Agreement or Swing Line Advance is not repaid on the other Loan Documentsdate due to the Swing Line Lender, the Swing Line Loan Lender shall constitute give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an Index amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate LoanAdvance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. Unless The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received at least one Business Day's prior written notice from any Co-Agent Lender such Lender’s Revolving Advance or Requisite Lenders instructing it not to make any participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender shallLender, notwithstanding the failure Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any condition precedent set forth in Section 2.2 Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other than Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to have each be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iii) may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and to purchase participating interests in accordance with Section 1.1(b)(iv)the Borrowers. Borrower shall repay Upon the aggregate outstanding principal amount acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan upon demand therefor by AgentDocuments and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. Agent shall notify (a) The Borrower may prior to the ------------------- Termination Date, as set forth in this Section, request the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms make, and conditions hereof, the Swing Line Lender maymay in its sole and absolute discretion prior to the Termination Date make, Swing Line Advances to the Borrower, in an aggregate principal amount at any one time outstanding, not exceeding $10,000,000 (the "Swing Line Cap"), provided that: (1) the aggregate principal amount of all Swing Line Advances, together with the aggregate principal amount of all outstanding Advances, Undrawn Amounts and Letter of Credit Advances, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (2) the aggregate principal amount of all Swing Line Advances and Advances of the Swing Line Lender, together with the Swing Line Lender's Pro Rata Share of the aggregate outstanding principal amount of all Letter of Credit Advances and Undrawn Amounts will not exceed the amount of its discretionCommitment. (b) Except as may otherwise be agreed upon by the Swing Line Lender and the Borrower, make available from time when the Borrower wishes to time until request a Swing Line Advance, it shall give the Commitment Termination Date advances Agent notice substantially in the form of Exhibit L hereto (each, a "Swing Line AdvanceAdvance Request") in accordance with any so as to be received no later than 11:00 A.M. (Greenville, South Carolina time) on or before the date of the proposed Swing Line Advance proposed therein (or such notice. The other time and date as the Borrower and the Swing Line Lender may agree), specifying: (i) the proposed date of such Swing Line Advance, which shall be a Domestic Business Day (the "Borrowing Date"); and (ii) the aggregate amount of such Swing Line Advances outstanding Advance, which shall be at least $50,000 (or in larger multiples of $10,000) but shall not exceed at any time cause the lesser limits specified in Section 2.15(a) to be violated. (c) The Swing Line Lender shall make the amount of (A) such Swing Line Advance available to the Borrower on such date by depositing the same, in immediately available funds, in an account of the Borrower maintained with the Swing Line Commitment and Lender. (Bd) Subject to the lesser of (1) limitations contained in this Agreement, the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrowborrow under this Section 2.15, repay prepay and reborrow under this Section 1.1(b). Each Swing Line Advance shall be made pursuant to a Notice 2.15 at any time before the Termination Date. (e) At any time, upon the request of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute Lender, each Bank other than the Swing Line Lender shall, on the Domestic Business Day after such request is made, purchase a participating interest in Swing Line Advances in an Index Rate Loanamount equal to its ratable share (based upon its respective Commitment) of such Swing Line Advances. Unless On such Domestic Business Day, each Bank will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make any such Bank its participating interest in a Swing Line AdvanceLoan, the Agent receives any payment on account thereof, the Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded); provided, however, -------- ------- that in the event that such payment received by the Agent is required to be returned, such Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank'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 Bank or any other Person may have against the Swing Line Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of the Borrower, any Guarantor or any other Person; (iv) any breach of this Agreement or any other Loan Documents by the Borrower, any Guarantor or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) Notwithstanding anything contained in this Agreement to the contrary, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth facility contained in this Section 2.2 2.15 shall terminate immediately upon: (other than the condition precedent set forth in Section 2.2(e)i) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in accordance with Section 1.1(b)(iiiBB&T's removal or resignation as Agent; or (ii) and to purchase participating interests in accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount termination of the Swing Line Loan upon demand therefor by AgentCommitments (whether at maturity or otherwise).