Common use of Swing Line Advances Clause in Contracts

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 for 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 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to 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 day 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. 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 would be greater than $5,000,000, or (b) the aggregate principal amount of Swing Line Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender 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 thereof by the Swing Line Lender, make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage of the aggregate principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by the 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. 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 for 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 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 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in any such Borrowing Requestnotice. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the The aggregate principal amount of Swing Line Advances would be greater than $5,000,000, or outstanding shall not exceed the lesser of (bA) the aggregate principal amount of Swing Line Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender would exceed its Liquidity CommitmentCommitment and (B) the lesser of the Maximum Amount and the Aggregate Borrowing Base, then in any such each case, subject to Section 3.2.1less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Moreover, each Liquidity Lender shall immediately and unconditionally, upon written notice thereof by the Swing Line Lender, make a Refunding Advance Loan outstanding to DTFC in an amount equal any Borrower shall not exceed at any time that Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Liquidity Lender's Percentage Borrower. Until the Commitment Termination Date, 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 Representative on behalf of the applicable Borrower in accordance with Section 1.1(a). Those notices must be given no later than 11:00 a.m. (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. Borrowers shall repay the aggregate outstanding principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made Loan upon demand therefor by the 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 hereofAgent.

Swing Line Advances. If (i) From and after the Closing Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan in full in immediately available funds on the Facility Maturity 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 Facility Maturity 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 2:00 p.m. (New York time), in immediately available funds on the Business Day DTFC next succeeding the date on which such notice is given. 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 a repayment of 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, will be deemed to have purchased 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 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 Collateral Agent determines that there exists a Commercial Paper DeficitSwing Line Lender, as applicable, the excess of which Commercial Paper Deficit over the sum of the aggregate amount, if any, applied amount required pursuant to Sections 2.01(b)(iii) 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(b)(iv), 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 shall be entitled, in its discretion, (x) to recover such amount on demand from such Lender, together with interest thereon for a Borrowing consisting 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 and (y) apply, to the extent and in satisfaction of such amount, any collateral provided by or on behalf of such Lender as Adequate Security. (vi) Notwithstanding anything herein to the contrary, if the Swing Line Lender elects not to make the portion of a Swing Line Advance, irrevocably request, not later than 12:30 p.m., New York City time, on the date Advance in respect of any Lender (a proposed Borrowing, that a Borrowing be made in an aggregate principal amount equal “Specified Lender”) pursuant 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 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 proviso to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment first sentence of maturing Commercial Paper Notes. On the terms and subject to the conditions of this Liquidity AgreementSection 2.01(b), each such Borrowing shall be a Base Rate Advance (subject other Lender’s obligation to conversion make Revolving Credit Advances in accordance with the provisions Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) in respect 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 day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) shall be calculated ratably based on the aggregate principal amount of Swing Line Advances would be greater than $5,000,000, or (b) the aggregate principal amount of Swing Line Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender 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 thereof by the Swing Line Lender, make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage respective Commitments of the aggregate principal amount Lenders (other than, for the avoidance of the Swing Line Advances Outstandingdoubt, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by the Swing Line any Lender that is a Specified 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. 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 for a Borrowing consisting upon Agent's receipt of a Swing Line any Notice of Revolving Credit 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 . Subject to the least of (a) $5,000,000 minus the aggregate principal amount of all Swing Line Advances then Outstanding; (b) the excessterms and conditions hereof, if any, of the Swing Line Lender's Liquidity Lender may, in its discretion, make available from time to time until the Commitment as Termination Date advances (each, 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"SWING LINE ADVANCE") 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in any such Borrowing Requestnotice. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the The aggregate principal amount of Swing Line Advances would be greater than $5,000,000, or outstanding shall not exceed at any time the lesser of (bA) the aggregate principal amount of Swing Line Advances is Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Aggregate Borrowing Base, in each case less than or equal to $5,000,000 and the outstanding balance of the Revolving Loan at such time ("SWING LINE AVAILABILITY"). Moreover, except for Overadvances, the Swing Line Advances are Loan outstanding to any Borrower shall not repaid within five exceed at any time such Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, 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 Representative on behalf of the applicable Borrower in accordance with SECTION 1.1(a). Any such notice must be given no later than 10:00 a.m. (California time) on the Business Days or (c) Day of the aggregate principal amount of all Liquidity Advances Outstanding made by proposed Swing Line Advance. Unless the Swing Line Lender would exceed its Liquidity Commitment, then in any such case, subject to Section 3.2.1, each Liquidity Lender shall immediately and unconditionally, upon has received at least one Business Day's prior written notice thereof by from Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line LenderLender 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 a Refunding 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 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 DTFC have each Revolving Lender make Revolving Credit Advances in an amount equal accordance with SECTION 1.1(b)(iii) and to such Liquidity Lender's Percentage of purchase participating interests in accordance with SECTION 1.1(b)(iv). Borrowers shall repay the aggregate outstanding principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made Loan upon demand therefor by the 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 hereofAgent.

Swing Line Advances. If 4.3.1 Subject to the terms and conditions of this Agreement, the Swing Line Lender agrees to make Swing Line Advances to the Borrower on any Business Day DTFC or from time to time prior to the Collateral Agent determines that there exists a Commercial Paper Deficit, the excess of which Commercial Paper Deficit over the sum expiry of the aggregate amount, if any, applied Term. Swing Line Advances (other than by Letters of Credit) may be made 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 drawn by way 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 overdrafts 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 Borrower’s account with the Swing Line Lender for a Borrowing consisting or by way of irrevocable same Business Day telephone notice at or before 11:00 a.m. followed by the delivery on the same day of a Swing Line Advance, irrevocably request, not later than 12:30 p.m., New York City time, on the date written notice 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 confirmation. Swing Line Advances then Outstanding; (b) the excess, if any, by Letter of the Swing Line Lender's 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 Credit shall 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to 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 day 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. 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 would be greater than $5,000,000, or (b) the aggregate principal amount of Swing Line Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (c) the aggregate principal amount of all Liquidity Advances Outstanding made prior notice as required by the Swing Line Lender would in accordance with its normal practices and shall not exceed its Liquidity Commitment$1,000,000 in the aggregate outstanding at any time. 4.3.2 The proceeds of Swing Line Advances may be used by the Borrower for any purpose for which other Advances under the Revolving Facility may be used. 4.3.3 The Swing Line Loan shall be immediately repaid by the Borrower if at any time (and to the extent) it exceeds the maximum of the Swing Line Advances permitted hereunder, then either by the Borrower submitting a Notice of Borrowing to request a new Advance or by the Agent advising the Lenders of a deemed Notice of Borrowing for the same purpose, which Notice of Borrowing the Agent is hereby expressly authorized (but in any such case, subject no way obliged unless requested to Section 3.2.1, each Liquidity Lender shall immediately and unconditionally, upon written notice thereof do so by the Swing Line Lender) to issue. 4.3.4 If the Swing Line Lender no longer wishes to act as such, it shall notify the Borrower, the other Lenders and the Agent not less than 15 days prior to the date on which it proposes to cease acting as a Swing Line Lender. In such event, the Borrower may designate a different Swing Line Lender by sending a notice to (a) the Swing Line Lender who will no longer act as such (the “Retiring Swing Line Lender”), (b) the new Swing Line Lender who has agreed to act as such and (c) the Agent, not less than five (5) days prior to the date on which the replacement is to occur. The new Swing Line Lender shall make a Refunding Prime Rate Advance or US Base Rate Advance, as applicable, available to DTFC the Agent for the purpose of repaying the Swing Line Loan owed to the Retiring Swing Line Lender on the date such replacement is to occur. 4.3.5 If an Event of Default shall have occurred, other than an Event of Default under subsection 14.1.4, or if no Lender wishes to act as a replacement for the Retiring Swing Line Lender (in an amount equal such case, the Swing Line Lender is herein referred to such Liquidity as the “Former Swing Line Lender's Percentage ”), the Borrower shall be deemed to have made a request for, and each Lender shall make, a Prime Rate Advance or US Base Rate Advance, as applicable, available to the Agent for the purpose of repaying the aggregate principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied Loan owed to the repayment of Swing Line Advances made by the Former Swing Line Lender. Notwithstanding Section 6.3, in the obligation amount of such Lender’s Applicable Percentage multiplied by the amount of the Liquidity Lenders to make Liquidity Advances under this Section 3.6.2 shall be unconditional. The outstanding Swing Line Advances and Liquidity Advances made pursuant Loan owing to this Section 3.6.2 shall be comprised of Base Rate Advancesthe Former Swing Line Lender (the “Lender Swing Line Repayments”). In such event, subject to conversion in accordance with the provisions of Section 3.8 hereof.the

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 for 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 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 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in any such Borrowing Requestnotice. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the The aggregate principal amount of Swing Line Advances would be greater than $5,000,000, or outstanding shall not exceed at any time the lesser of (bA) the aggregate principal amount of Swing Line Advances is Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less than or equal to $5,000,000 and the outstanding balance of the Revolving Loan at such time ("Swing Line Advances are not repaid within five 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 Days Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender would exceed its Liquidity Commitment, then in any such case, subject to Section 3.2.1, each Liquidity Lender shall immediately and unconditionally, upon has received at least one Business Day's prior written notice thereof by from any Co-Agent or Requisite Lenders instructing it not to make any Swing Line Advance, the Swing Line LenderLender 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 a Refunding Advance Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to DTFC purchase participating interests in an amount equal to such Liquidity Lender's Percentage of accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made Loan upon demand therefor by the 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 hereofAgent.

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 for 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 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 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in any such Borrowing Requestnotice. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the The aggregate principal amount of Swing Line Advances would be greater than $5,000,000, or outstanding shall not exceed at any time the lesser of (bA) the aggregate principal amount of Swing Line Advances is Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Aggregate Borrowing Base, in each case less than or equal to $5,000,000 and the outstanding balance of the Revolving Loan at such time ("Swing Line Advances are Availability"). Moreover, except for Overadvances, the Swing Line Loan outstanding to any Borrower shall not repaid within five exceed at any time such Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, 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 Representative on behalf of the applicable Borrower in accordance with Section 1.1(a). Any such notice must be given no later than 10:00 a.m. (California time) on the Business Days or (c) Day of the aggregate principal amount of all Liquidity Advances Outstanding made by proposed Swing Line Advance. Unless the Swing Line Lender would exceed its Liquidity Commitment, then in any such case, subject to Section 3.2.1, each Liquidity Lender shall immediately and unconditionally, upon has received at least one Business Day's prior written notice thereof by from Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line LenderLender 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 a Refunding 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 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 DTFC have each Revolving Lender make Revolving Credit Advances in an amount equal accordance with Section 1.1(b)(iii) and to such Liquidity Lender's Percentage of purchase participating interests in accordance with Section 1.1(b)(iv). Borrowers shall repay the aggregate outstanding principal amount of the Swing Line Advances OutstandingLoan upon demand therefor by Agent, which repayment shall be made exclusively from the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Revolving Credit Advances made by the 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 terms of this Agreement pursuant to Section 3.8 hereof1.11(b) or otherwise.

Swing Line Advances. If Each Swing Line Bank agrees, on the terms and conditions hereinafter set forth, to make Swing Line Advances denominated in US Dollars, Sterling or Euro to any Borrower from time to time on any Business Day DTFC or during the Collateral Agent determines that there exists a Commercial Paper Deficit, period from the excess date hereof until the Termination Date applicable to such Swing Line Bank (i) in an aggregate amount (based in respect of which Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or any Swing Line Advances to be applied on such Business Day denominated in Euro or Sterling by reference to the Commercial Paper Deficit from amounts available therefor Equivalent thereof 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 US Dollars determined 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 delivery of the Depositary pursuant applicable Notice of Swing Line Borrowing) for each Swing Line Bank not to Section 5(bexceed at any time outstanding such Swing Line Bank’s Swing Line Commitment, (ii) in an aggregate amount (based in respect of the Depositary Agreement, shall any Swing Line Advances to be denominated in Euro or Sterling by delivering a Borrowing Request reference to the Liquidity Agent for forwarding to the Swing Line Lender for a Borrowing consisting of a Swing Line Advance, irrevocably request, not later than 12:30 p.m., New York City time, Equivalent thereof in US Dollars determined on the date of a proposed delivery of the applicable Notice of Swing Line 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 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 then Outstanding; (bto 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 not to exceed the excess, if any, Unused Tranche A Commitments of the Tranche A Lenders on such Business Day. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Borrowing under the Swing Line Sub-Facility shall be in an amount not less than the Borrowing Minimum or the Borrowing Multiple in excess thereof and shall consist of Swing Line Advances of the same Type and in the same currency made on the same day by the Swing Line Banks ratably according to their respective Swing Line Commitments. Within the limits of the Swing Line Lender's Liquidity Commitment as a Liquidity Lender over Sub-Facility and within the aggregate principal amount of all of its Liquidity Advances Outstanding on the date of such proposed Borrowing (without giving effect limits referred 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.82.01(c), 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 day 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. 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 would be greater than $5,000,000, or (b) the aggregate principal amount of Swing Line Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender 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 thereof by the Swing Line Lender, make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage of the aggregate principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by the Swing Line Lender. Notwithstanding Section 6.3, the obligation of the Liquidity Lenders to make Liquidity Advances Borrowers may borrow under this Section 3.6.2 shall be unconditional. The Swing Line Advances and Liquidity Advances made 2.01(c), prepay pursuant to Section 2.06(e) and reborrow under this Section 3.6.2 shall be comprised of Base Rate Advances, subject to conversion in accordance with the provisions of Section 3.8 hereof2.01(c).

Swing Line Advances. If 4.4.1 Subject to the terms and conditions of this Agreement, the Swing Line Lender agrees to make Swing Line Advances to the Borrower on any Business Day DTFC from time to time prior to the Conversion Date. Swing Line Advances may be made or drawn by way of overdrafts on the Collateral Borrower's account with the Swing Line Lender or by way of irrevocable same Business Day telephone notice at or before 11:00 A.M. (Montreal time) followed by the delivery on the same day of a written notice of confirmation. 4.4.2 The proceeds of Swing Line Advances may be used by the Borrower for any purpose for which other Advances under Facility A may be used. 4.4.3 The Swing Line Advances shall be immediately repaid by the Borrower if the Swing Line Loan to the Borrower at any time exceeds the maximum of the Swing Line Advances, either by the Borrower submitting a Notice of Borrowing to request a new Advance or by the Agent determines that there exists advising the Lenders of a Commercial Paper Deficitdeemed Notice of Borrowing for the same purpose, which Notice of Borrowing the Agent is hereby expressly authorized (but in no way obliged) to issue. In any event, the excess Swing Line Loan resulting from each Swing Line Advance shall be repaid not more than seven (7) days following such Advance. 4.4.4 If the Swing Line Lender no longer wishes to act as such, it shall notify the Borrower, the other Lenders and the Agent not less than 15 days prior to the date on which it proposes to cease acting as a Swing Line Lender. In such event, the Borrower may designate a different Swing Line Lender by sending a notice to (a) the Swing Line Lender who will no longer act as such (the "Retiring Swing Line Lender"), (b) the new Swing Line Lender who has agreed to act as such and (c) the Agent, not less than five (5) days prior to the date on which the replacement is to occur. The new Swing Line Lender shall make a Prime Rate Advance available to the Agent for the purpose of repaying the Swing Line Loan owed to the Retiring Swing Line Lender. 4.4.5 If an Event of Default shall have occurred, other than an Event of Default under subsection 14.1.4, or if no Lender wishes to act as a replacement for the Retiring Swing Line Lender (in such case, the Swing Line Lender is herein referred to as the "Former Swing Line Lender"), the Borrower shall be deemed to have made a request for a Prime Rate Advance and each Lender shall make a Prime Rate Advance available to the Agent for the purpose of repaying the principal amount of the Swing Line Loan owed to the Former Swing Line Lender, in the amount of such Lender's percentage Commitment multiplied by the amount of the outstanding Swing Line Loan owing to the Former Swing Line Lender (the "Lender Swing Line Repayments"). In such event, the Borrower's right to obtain Swing Line Advances will cease and the amounts outstanding thereunder will continue to form part of the Loans. However, if a Default under subsection 14.1.4 of this Agreement shall have occurred and be continuing, or if an Event of Default under subsection 14.1.4 shall have occurred, the Lenders shall not make such Lender Swing Line Repayments and the provisions of subsection 4.4.6 shall apply. 4.4.6 If, before the making of a Lender Swing Line Repayment under subsection 4.4.5, a Default under subsection 14.1.4 shall have occurred and be continuing or an Event of Default under subsection 14.1.4 shall have occurred, each Lender will, on the date such Lender Swing Line Repayment was to have been made, purchase from the Former Swing Line Lender an undivided participating interest in the Swing Line Loans to be repaid, in an amount equal to its percentage Commitment multiplied by the amount of the outstanding Swing Line Loans, and immediately transfer such amount to the Agent for the benefit of the Former Swing Line Lender, in immediately available funds. In such event, the Borrower's right to obtain Swing Line Advances will cease and the amounts outstanding thereunder will continue to form part of the Loans. If at any time after any Lender Swing Line Repayment has been made, the Former Swing Line Lender receives any payment on account of the Swing Line Loans in respect of which Commercial Paper Deficit over such Lender Swing Line Repayment has been made, the sum Former Swing Line Lender will distribute to the Agent for the benefit of each Lender an amount equal to its percentage Commitment multiplied by such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's portion was outstanding and funded) in like funds as received; provided, however, that if such payment received by the Former Swing Line Lender is required to be returned, such Lender will return to the Agent for the benefit of the aggregate amount, if any, applied Former Swing Line Lender any portion thereof previously distributed by the Former Swing Line Lender to the Agent for the benefit of such Lender in like funds as such payment is required to be returned by such Former Swing Line Lender. 4.4.7 Each Lender's obligation to make Lender Swing Line Repayments or to purchase a participating interest in accordance with subsections 4.4.5 and 4.4.6 shall be applied on absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Business Day to Lender may have against the Commercial Paper Deficit from amounts available therefor Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the Collateral Account and condition (financial or otherwise) of the Termination Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; (5) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Prime Rate Advance Account that are allocated is to be made or participating interest is to be purchased or (6) any other circumstances, happening or event whatsoever, whether or not similar to any of the payment of maturing Commercial Paper Notes is equal to foregoing. If any Lender does not make available the amount required under subsection 4.4.5 or less than $5,000,000, DTFC or the Collateral Agent4.4.6, as the case may be, the Former Swing Line Lender shall promptly (and in no case later than 12:00 noon New York Citybe entitled to recover such amount on demand from such Lender, New York time on together with interest thereon at the Prime Rate Basis from the date of non-payment until 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 for 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 amount is paid 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 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to 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 day 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. 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 would be greater than $5,000,000, or (b) the aggregate principal amount of Swing Line Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender 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 thereof by the Swing Line Lender, make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage of the aggregate principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by the 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 hereoffull.

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 for 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 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 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in any such Borrowing Requestnotice. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the The aggregate principal amount of Swing Line Advances would be greater than $5,000,000, or outstanding shall not exceed at any time the lesser of (bA) the aggregate principal amount of Swing Line Advances is Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less than or equal to $5,000,000 the outstanding balance of the Revolving Loan and Term Loan at such time ("Swing Line Advances are not repaid within five 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(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 Days Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender would exceed its Liquidity Commitment, then in any such case, subject to Section 3.2.1, each Liquidity Lender shall immediately and unconditionally, upon has received at least one Business Day's prior written notice thereof by from Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line LenderLender 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 a Refunding Advance Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to DTFC purchase participating interests in an amount equal to such Liquidity Lender's Percentage of accordance with Section 1.1(c)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made Loan upon demand therefor by the 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 hereofAgent.

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 for 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 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 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in any such Borrowing Requestnotice. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the The aggregate principal amount of Swing Line Advances would be greater than $5,000,000, or outstanding shall not exceed at any time the lesser of (bA) the aggregate principal amount of Swing Line Advances is Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less than or equal to $5,000,000 and the outstanding balance of the Revolving Loan at such time ("Swing Line Advances are not repaid within five 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 10:00 a.m. (California time) on the Business Days Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender would exceed its Liquidity Commitment, then in any such case, subject to Section 3.2.1, each Liquidity Lender shall immediately and unconditionally, upon has received at least one Business Day's prior written notice thereof by from Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line LenderLender 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 a Refunding Advance Revolving Credit Advances in accordance with Section 1.1(b)(iii) and to DTFC purchase participating interests in an amount equal to such Liquidity Lender's Percentage of accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made Loan upon demand therefor by the 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 hereofAgent.

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 discoverya) 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 may, from time to 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 Borrowing consisting Revolving Credit Advance that is a Base Rate Loan into a request for an advance made by, and for the account of, Swing Line Lender in accordance with the terms of this Agreement (each such advance, 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 ”). Each Swing Line Advances then Outstanding; (b) the excess, if any, of the Swing Line Lender's 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion 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 3.8)2.1 or as provided, and that no Swing Line Advances shall be made on the Business Day specified in such Borrowing Request. For the purposes at any time that an Event of this Default under Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.29.1(a), (ah) the or (i) has occurred and is continuing. The aggregate principal amount of Swing Line Advances would be greater than $5,000,000outstanding shall not exceed at any time the lesser of (A) the Swing Line Maximum Amount and (B) Borrowing Availability. If at any time the outstanding Swing Line Advances exceed the Swing Line Maximum Amount, then, on the next succeeding Business Day, Borrower shall repay Revolving Credit Advances and/or Swing Line Advances, cash collateralize Letter of Credit Obligations in the manner specified on Annex A or cause the cancellation of outstanding Letters of Credit, or any combination of the foregoing, in an aggregate amount equal to such excess. (b) Swing Line Lender shall give Agent prompt notice of each Swing Line Advance made by Swing Line Lender. In the aggregate principal amount event that on any Business Day Swing Line Lender desires that all or any portion of the outstanding 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 Swing Line Advance to be so reduced. Swing Line Lender hereby agrees that it shall notify Agent to reduce the 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 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 make a Revolving Credit Advance to repay outstanding 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 Advances is less Lender, not later than 12:00 noon on the Business Day immediately following the Business Day of such Lender’s receipt of such notice from Agent (provided, that if any Lender shall receive such notice at or prior to 10:00 a.m. 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 principal amount equal to $5,000,000 and the portion of the Swing Line Advance which is required to be paid to Swing Line Lender 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 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. (c) In the event that, at any time any Swing Line Advances are not repaid within five Business Days outstanding, either (i) an Event of Default pursuant to Section 9.1(h) or 9.1(i) has occurred or (cii) the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender 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 thereof by the Swing Line Lender, make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage of the aggregate principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by the 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 Revolving Loan Commitment has 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 desires to effect settlement of any such purchase, 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 12:00 noon 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. 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. (d) In the event any Lender fails to make available to Agent when due the amount of such Lender’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 3.8 hereof2.3 shall not relieve any other Lender of its obligations hereunder, but no Lender shall be responsible for the failure of any other Lender to make available to Agent such other Lender’s required payment hereunder. The obligations of Lenders under this Section 2.3 shall be deemed to be binding upon Agent, Swing Line Lender and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to Borrower or any other Loan Party.

Swing Line Advances. If (i) From and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The 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 Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan 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 (subject to Section 2.01(c)) 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 DTFC 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) and as set forth in Section 2.01(c), 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 Collateral Agent determines that there exists a Commercial Paper DeficitSwing Line Lender, as applicable, the excess of which Commercial Paper Deficit over the sum of the aggregate amount, if any, applied amount required pursuant to Sections 2.01(b)(iii) 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(b)(iv), 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 shall be entitled to recover such amount on demand from such Lender, together with interest thereon for a Borrowing consisting of a Swing Line Advance, irrevocably request, not later than 12:30 p.m., New York City time, on each day from the date of a proposed Borrowing, that a Borrowing be made non-payment until such amount is paid in an aggregate principal amount equal to full at the least of (a) $5,000,000 minus Federal Funds Rate for the aggregate principal amount of all Swing Line Advances then Outstanding; (b) the excess, if any, of the Swing Line Lender's 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to 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 day 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. 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 would be greater than $5,000,000, or (b) the aggregate principal amount of Swing Line Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five first two Business Days or (c) and at the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender 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 thereof by the Swing Line Lender, make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage of the aggregate principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by the 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 Index Rate Advances, subject to conversion in accordance with the provisions of Section 3.8 hereofthereafter.

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 for 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 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 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in any such Borrowing Requestnotice. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the The aggregate principal amount of Swing Line Advances would be greater than $5,000,000, or outstanding shall not exceed at any time the lesser of (bA) the aggregate principal amount of Swing Line Advances is Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less than or equal to $5,000,000 the outstanding balance of the Revolving Loan and Term Loan at such time ("Swing Line Advances are not repaid within five Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(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 Days Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or (c) the aggregate principal amount of all Liquidity Advances Outstanding made by other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender would exceed its Liquidity Commitment, then in any such case, subject to Section 3.2.1, each Liquidity Lender shall immediately and unconditionally, upon has received at least one Business Day's prior written notice thereof by from Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line LenderLender 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 a Refunding Advance Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to DTFC purchase participating interests in an amount equal to such Liquidity Lender's Percentage of accordance with Section 1.1(c)(iv). Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made Loan upon demand therefor by the 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 hereofAgent.

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 discoverya) 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 may, from time to 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 Borrowing consisting Revolving Credit Advance that is a Base Rate Loan into a request for an advance made by, and for the account of, Swing Line Lender in accordance with the terms of this Agreement (each such advance, 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 "). Each Swing Line Advances then Outstanding; (b) the excess, if any, of the Swing Line Lender's 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion 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 3.8)2.1, and provided, that no Swing Line Advances shall be made on the Business Day specified in such Borrowing Request. For the purposes at any time that an Event of this Section 3.6.2, Commercial Paper Notes maturing on any day 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. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2Default under Sections 9.1(a), (ah) the or (i) has occurred and is continuing. The aggregate principal amount of Swing Line Advances would be greater than $5,000,000outstanding shall not exceed at any time the lesser of (A) the Swing Line Maximum Amount or (B) an amount that results in (i) 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, or then, on the next 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 Swing Line Advance made by Swing Line Lender. In the aggregate principal amount event that on any Business Day Swing Line Lender desires that all or any portion of the outstanding 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 Swing Line Advance to be so reduced. Swing Line Lender hereby agrees that it shall notify Agent to reduce the 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 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 make a Revolving Credit Advance to repay outstanding 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 Advances is less Lender, not later than noon (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 principal amount equal to $5,000,000 and the portion of the Swing Line Advance which is required to be paid to Swing Line Lender 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 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 not repaid within five Business Days outstanding, either (i) an Event of Default pursuant to Section 9.1(h) or 9.1(i) has occurred or (cii) the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender 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 thereof by the Swing Line Lender, make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage of the aggregate principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by the 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 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 desires to effect settlement of any such purchase, 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 3.8 hereof2.3 shall not relieve any other Lender of its obligations hereunder, but no Lender shall be responsible for the failure of any other Lender to make available to Agent such other Xxxxxx’s required payment hereunder. The obligations of Lenders under this Section 2.3 shall be deemed to be binding upon Agent, Swing Line Lender and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to Borrower or any other Loan Party.

Swing Line Advances. If (i) From and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the lesser of (1) the Swing Line Commitment, and (2) the excess (if any) of (A) the lesser of (I) the Aggregate Commitment and (II) the Borrowing Base over (B) the aggregate outstanding amount of Revolving Credit Advances and Letter of Credit Obligations. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). Notwithstanding any other provision of this Agreement, each Swing Line Advance shall constitute an Index Rate Advance. The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by the Administrative Agent. (ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Advances which may be made hereunder from time to time by the Swing Line Lender. 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 week, 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 (including the Swing Line Lender) to make a Revolving Credit Advance to the Borrower (which shall be an Index Rate Advance) 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 any of the events described in Sections 9.01(d) or (e) 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 DTFC next succeeding the date on which such notice is given. 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), one of the events described in Sections 9.01(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 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 Collateral Agent determines that there exists a Commercial Paper DeficitSwing Line Lender, as applicable, the excess of which Commercial Paper Deficit over the sum of the aggregate amount, if any, applied amount required pursuant to Sections 2.01(b)(iii) 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(b)(iv), 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 shall be entitled to recover such amount on demand from such Lender, together with interest thereon for a Borrowing consisting of a Swing Line Advance, irrevocably request, not later than 12:30 p.m., New York City time, on each day from the date of a proposed Borrowing, that a Borrowing be made non-payment until such amount is paid in an aggregate principal amount equal to full at the least of (a) $5,000,000 minus Federal Funds Rate for the aggregate principal amount of all Swing Line Advances then Outstanding; (b) the excess, if any, of the Swing Line Lender's 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. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to 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 day 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. 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 would be greater than $5,000,000, or (b) the aggregate principal amount of Swing Line Advances is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five first two Business Days or (c) and at the aggregate principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender 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 thereof by the Swing Line Lender, make a Refunding Advance to DTFC in an amount equal to such Liquidity Lender's Percentage of the aggregate principal amount of the Swing Line Advances Outstanding, the proceeds of which Refunding Advance will be applied to the repayment of Swing Line Advances made by the 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 Index Rate Advances, subject to conversion in accordance with the provisions of Section 3.8 hereofthereafter.