Common use of Swing Line Clause in Contracts

Swing Line. 2.2.1 Upon Borrower's request, and subject to the terms and conditions of this Agreement, the Swing Line Lender may, in its sole and absolute discretion, on and after the Closing Date and prior to the Maturity Date, provide to Borrower a swing line credit facility (the "Swing Line") of up to Twenty-five Million Dollars ($25,000,000.00); provided that the Swing Line Lender shall not in any event make any Loan under the Swing Line (each a "Swing Loan" and collectively, the "Swing Loans") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans (including Swing Loans) plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, or (ii) the aggregate principal amount of all then-outstanding Swing Loans made by the Swing Line Lender would exceed the Swing Line Availability at such time. Within the limits of the Swing Line Availability, Borrower may borrow under this subsection 2.2.1 at any time prior to the Maturity Date, repay pursuant to subsections 2.2.3 or 2.2.4 and reborrow pursuant to this subsection 2.2.1 prior to the Maturity Date. Notwithstanding any contrary provision of this Section 2.2, the Swing Line Lender shall not at any time be obligated to make any Swing Loan. 2.2.2 Notwithstanding the provisions of subsections 2.9.1 and 2.9.2, each Swing Loan outstanding under the Swing Line shall accrue interest at a rate per annum equal to the interest rate applicable to a Reference Rate Loan, computed on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in higher interest than if a three hundred sixty-five (365) day year were used), which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable to the Administrative Agent for the account of the Swing Line Lender; provided that, notwithstanding any other provision of this Agreement, each Swing Loan shall bear interest for a minimum of one (1) day. 2.2.3 Notwithstanding the provisions of Section 2.7, the principal outstanding under the Swing Line shall be due and payable: (i) at or before 10:00 a.m., San Francisco time, on the third Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and (ii) in any event on the Maturity Date; provided that, if no Event of Default has occurred and remains uncured, and Borrower is permitted to borrow under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due and payable) at the time such Swing Loans are due, then unless Borrower notifies the Swing Line Lender that it will repay such Swing Loans on their due date, Borrower shall be deemed to have submitted a Borrowing Notice for Reference Rate Loans in an amount necessary to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.3. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Loans, without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice given to the Administrative Agent and Swing Line Lender no later than 10:00 a.m., San Francisco time, on the day on which Borrower intends to make a voluntary prepayment, and (ii) each such voluntary prepayment shall be in a minimum amount of $500,000 (or, if less, the aggregate outstanding principal amount of all Swing Loans then outstanding). 2.2.5 Each Lender shall, upon the request of the Swing Line Lender, purchase a pro rata risk participation from the Swing Line Lender in the Swing Loans then outstanding, without recourse or warranty, in an amount equal to such Lender's Pro Rata Share of such Swing Loans, within three (3) Business Days after such Swing Loans are made. In addition, from and after the date that any Lender funds such participation, such Lender shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment of principal and/or interest received by the Swing Line Lender on account of such Swing Loans, payable to such Lender promptly upon such receipt. 2.2.6 At any time during the continuance of an Event of Default, the Swing Line Lender may, without Borrower's consent, upon one (1) Business Day's notice to Borrower, terminate the Swing Line and cause Reference Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 5.2, and any requirement of

Swing Line. 2.2.1 Upon Borrower's request(a) The Swing Line Bank agrees, and subject to on the terms and conditions hereinafter set forth, to make loans ("Swing Line Loans") to the Borrower from time to time during the period from the date of this Agreement, up to but not including the Swing Line Lender mayTermination Date, in its sole and absolute discretion, on and after an aggregate principal amount not to exceed at any time outstanding the Closing Date and prior to the Maturity Date, provide to Borrower a swing line credit facility (the "Swing Line") lesser of up to Twenty-five Million Dollars ($25,000,000.00); provided that the Swing Line Lender shall not in any event make any Loan under the Swing Line (each a "Swing Loan" and collectively, the "Swing Loans") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans (including Swing Loans) plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, Line Commitment or (ii) the aggregate amount by which the Swing Line Bank's Commitment under Section 2.01 exceeds the outstanding principal amount of all then-outstanding Swing the Loans made by the Swing Line Lender would exceed Bank pursuant to Section 2.01, subject to the limitations set forth in Section 2.01(b). (b) Each Swing Line Loan which shall not utilize the Swing Line Availability at such timeCommitment in full shall be in an amount not less than One Million Dollars ($1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars ($1,000,000). Within the limits of the Swing Line AvailabilityCommitment, the Borrower may borrow borrow, repay and reborrow under this subsection 2.2.1 at Section 2.21. (c) The Borrower shall give the Swing Line Bank notice of any request for a Swing Line Loan not later than 2:00 p.m. Chicago time prior to on the Maturity DateBusiness Day of such Swing Line Loan, repay pursuant to subsections 2.2.3 or 2.2.4 specifying the amount of such requested Swing Line Loan. Each such notice shall be accompanied by a Borrowing Base Certificate dated as of the date of such notice (and reborrow pursuant to this subsection 2.2.1 prior to by the Maturity Datenotice provided for in Section 2.21(d)). Notwithstanding any contrary provision of All notices given by the Borrower under this Section 2.22.21(c) shall be irrevocable. Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Lender shall not at any time be obligated to Bank will make any Swing Loan. 2.2.2 Notwithstanding the provisions of subsections 2.9.1 and 2.9.2, each Swing Loan outstanding under the Swing Line shall accrue interest at a rate per annum equal Loan available to the interest rate applicable to a Reference Rate Loan, computed on Borrower in immediately available funds by crediting the basis of a three hundred sixty (360) day year and actual days elapsed (which results in higher interest than if a three hundred sixty-five (365) day year were used), which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable amount thereof to the Administrative Agent for the Borrower's account of with the Swing Line Lender; provided that, notwithstanding any other provision of this Agreement, each Swing Loan shall bear interest for a minimum of one (1) dayBank. 2.2.3 Notwithstanding the provisions of Section 2.7, the principal outstanding under the Swing Line shall be due and payable: (i) at or before 10:00 a.m., San Francisco time, on the third Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and (ii) in any event on the Maturity Date; provided that, if no Event of Default has occurred and remains uncured, and Borrower is permitted to borrow under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due and payable) at the time such Swing Loans are due, then unless Borrower notifies the Swing Line Lender that it will repay such Swing Loans on their due date, Borrower shall be deemed to have submitted a Borrowing Notice for Reference Rate Loans in an amount necessary to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.3. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Loans, without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice given to the Administrative Agent and Swing Line Lender no later than 10:00 a.m., San Francisco time, on the day on which Borrower intends to make a voluntary prepayment, and (ii) each such voluntary prepayment shall be in a minimum amount of $500,000 (or, if less, the aggregate outstanding principal amount of all Swing Loans then outstanding). 2.2.5 Each Lender shall, upon the request of the Swing Line Lender, purchase a pro rata risk participation from the Swing Line Lender in the Swing Loans then outstanding, without recourse or warranty, in an amount equal to such Lender's Pro Rata Share of such Swing Loans, within three (3) Business Days after such Swing Loans are made. In addition, from and after the date that any Lender funds such participation, such Lender shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment of principal and/or interest received by the Swing Line Lender on account of such Swing Loans, payable to such Lender promptly upon such receipt. 2.2.6 At any time during the continuance of an Event of Default, the Swing Line Lender may, without Borrower's consent, upon one (1) Business Day's notice to Borrower, terminate the Swing Line and cause Reference Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 5.2, and any requirement of

Swing Line. 2.2.1 Upon Borrower's request(a) The Swing Line Lender agrees, and subject to on the terms and conditions hereinafter set forth, to make loans (“Swing Line Loans”) to the Borrower from time to time during the period from the date of this Agreement, up to but not including the Swing Line Lender mayTermination Date, in its sole and absolute discretion, on and after an aggregate principal amount not to exceed at any time outstanding the Closing Date and prior to the Maturity Date, provide to Borrower a swing line credit facility (the "Swing Line") lesser of up to Twenty-five Million Dollars ($25,000,000.00); provided that the Swing Line Lender shall not in any event make any Loan under the Swing Line (each a "Swing Loan" and collectively, the "Swing Loans") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans (including Swing Loans) plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, Line Commitment or (ii) the aggregate amount by which the Swing Line Lender’s Commitment exceeds the sum of (A) the outstanding principal amount of all then-outstanding Swing the Loans made by the Swing Line Lender would exceed pursuant to Section 2.01.1 and (B) the Swing Line Availability at such timeLender’s Pro Rata Share of the outstanding Facility Letter of Credit Obligations, subject in each case to the limitations set forth in Section 2.01.3. (b) Each Swing Line Loan which shall not utilize the Swing Line Commitment in full shall be in an amount not less than One Million Dollars ($1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars ($1,000,000). Within the limits of the Swing Line AvailabilityCommitment, the Borrower may borrow borrow, repay and reborrow under this subsection 2.2.1 at Section 2.22. (c) The Borrower shall give the Swing Line Lender notice of any request for a Swing Line Loan not later than 2:00 p.m. Chicago time prior to on the Maturity DateBusiness Day of such Swing Line Loan, repay pursuant to subsections 2.2.3 or 2.2.4 specifying the amount of such requested Swing Line Loan. Each such notice shall be accompanied by a Borrowing Base Certificate dated as of the date of such notice (and reborrow pursuant to this subsection 2.2.1 prior to by the Maturity Datenotice provided for in Section 2.22(d)). Notwithstanding any contrary provision of All notices given by the Borrower under this Section 2.22.22(c) shall be irrevocable. Upon fulfillment of the applicable conditions set forth in Article III, the Swing Line Lender shall not at any time be obligated to will make any Swing Loan. 2.2.2 Notwithstanding the provisions of subsections 2.9.1 and 2.9.2, each Swing Loan outstanding under the Swing Line shall accrue interest at a rate per annum equal Loan available to the interest rate applicable to a Reference Rate Loan, computed on Borrower in immediately available funds by crediting the basis of a three hundred sixty (360) day year and actual days elapsed (which results in higher interest than if a three hundred sixty-five (365) day year were used), which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable amount thereof to the Administrative Agent for the Borrower’s account of with the Swing Line Lender; provided that. (d) On the first Business Day following the making of a Swing Line Loan, notwithstanding any other provision of this Agreement, each such Swing Line Loan shall bear interest for be paid in full from the proceeds of a minimum of one (1) dayLoan made pursuant to Section 2.01. 2.2.3 Notwithstanding 1. Each notice given by the provisions of Borrower under Section 2.72.22(c) shall include, the principal outstanding under the Swing Line shall be due and payable: (i) at or before 10:00 a.m., San Francisco time, on the third Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and (ii) in any event on the Maturity Date; provided thator, if no Event of Default has occurred and remains uncuredit does not include, and Borrower is permitted to borrow under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due and payable) at the time such Swing Loans are due, then unless Borrower notifies the Swing Line Lender that it will repay such Swing Loans on their due date, Borrower shall be deemed to have submitted a Borrowing Notice for Reference Rate Loans in include, an amount necessary irrevocable notice under Section 2.03 requesting the Lenders to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.3. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Loans, without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice given to the Administrative Agent and Swing Line Lender no later than 10:00 a.m., San Francisco time, an ABR Loan on the day on which Borrower intends to make a voluntary prepayment, and (ii) each such voluntary prepayment shall be in a minimum amount of $500,000 (or, if less, the aggregate outstanding principal amount of all Swing Loans then outstanding). 2.2.5 Each Lender shall, upon the request of the Swing Line Lender, purchase a pro rata risk participation from the Swing Line Lender next succeeding Business Day in the Swing Loans then outstanding, without recourse or warranty, in an full amount equal to such Lender's Pro Rata Share of such Swing Loans, within three (3) Business Days after such Swing Loans are made. In addition, from and after the date that any Lender funds such participation, such Lender shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment of principal and/or interest received by the Swing Line Lender on account of such Swing Loans, payable to such Lender promptly upon such receiptLoan. 2.2.6 At any time during the continuance of an Event of Default, the Swing Line Lender may, without Borrower's consent, upon one (1) Business Day's notice to Borrower, terminate the Swing Line and cause Reference Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 5.2, and any requirement of

Swing Line. 2.2.1 Upon Borrowerthe Company's request, and subject to the terms and conditions of this Agreement, the Swing Line Lender may, in its sole and absolute discretion, on and after the Closing Date and prior to the initial Maturity Date, provide to Borrower the Company a swing line credit facility (the "Swing Line") of up to Twenty-five Million Dollars ($25,000,000.00); provided that the Swing Line Lender shall not in any event be permitted to make any Loan under the Swing Line (each a "Swing Loan" and collectively, the "Swing Loans") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans (including other than Swing Loans) Loans plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, or (ii) the aggregate principal amount of all then-outstanding Swing Loans made by the Swing Line Lender would exceed the Swing Line Availability at such time. Within the limits of the Swing Line Availability, Borrower the Company may borrow under this subsection 2.2.1 at any time prior to the initial Maturity Date, repay pursuant to subsections 2.2.3 or 2.2.4 and reborrow pursuant to this subsection 2.2.1 prior to the initial Maturity Date. Notwithstanding any contrary provision of this Section 2.2, the Swing Line Lender shall not at any time be obligated to make any Swing Loan. 2.2.2 Notwithstanding the provisions of subsections 2.9.1 and 2.9.2, each Swing Loan outstanding under the Swing Line shall accrue interest at a rate per annum equal to the interest rate applicable to a Reference Rate Loan, computed on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in higher interest than if a three hundred sixty-five (365) day year were used), which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable to the Administrative Agent for the account of the Swing Line Lender; provided that, notwithstanding any other provision of this Agreement, each Swing Loan shall bear interest for a minimum of one (1) day. 2.2.3 Notwithstanding the provisions of Section 2.7, the principal outstanding under the Swing Line shall be due and payable: : (i) at or before 10:00 a.m., San Francisco time, on the third fifth Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and and (ii) in any event on the initial Maturity Date; provided that, if no Event of Default has occurred and remains uncured, and Borrower the Company is permitted to borrow Loans under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due and payable) at the time such Swing Loans are due, then unless Borrower the Company notifies the Swing Line Lender that it will repay such Swing Loans on their due date, Borrower the Company shall be deemed to have submitted a Borrowing Notice for Reference Rate Loans in an amount necessary to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.32. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Loans, without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice given to the Administrative Agent and Swing Line Lender no later than 10:00 a.m., San Francisco time, on the day on which Borrower intends to make a voluntary prepayment, and (ii) each such voluntary prepayment shall be in a minimum amount of $500,000 (or, if less, the aggregate outstanding principal amount of all Swing Loans then outstanding). 2.2.5 Each Lender shall, upon the request of the Swing Line Lender, purchase a pro rata risk participation from the Swing Line Lender in the Swing Loans then outstanding, without recourse or warranty, in an amount equal to such Lender's Pro Rata Share of such Swing Loans, within three (3) Business Days after such Swing Loans are made. In addition, from and after the date that any Lender funds such participation, such Lender shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment of principal and/or interest received by the Swing Line Lender on account of such Swing Loans, payable to such Lender promptly upon such receipt. 2.2.6 At any time during the continuance of an Event of Default, the Swing Line Lender may, without Borrower's consent, upon one (1) Business Day's notice to Borrower, terminate the Swing Line and cause Reference Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 5.2, and any requirement of

Swing Line. 2.2.1 Upon Borrowerthe Company's request, and subject to the terms and conditions of this Agreement, the Swing Line Lender may, in its sole and absolute discretion, on and after the Closing Date and prior to the initial Maturity Date, provide to Borrower the Company a swing line credit facility (the "Swing Line") of up to Twenty-five Million Dollars ($25,000,000.00); provided that the Swing Line Lender shall not in any event be permitted to make any Loan under the Swing Line (each a "Swing Loan" and collectively, the "Swing Loans") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans (including other than Swing Loans) Loans plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, or (ii) the aggregate principal amount of all then-outstanding Swing Loans made by the Swing Line Lender would exceed the Swing Line Availability at such time. Within the limits of the Swing Line Availability, Borrower the Company may borrow under this subsection 2.2.1 at any time prior to the initial Maturity Date, repay pursuant to subsections 2.2.3 or 2.2.4 and reborrow pursuant to this subsection 2.2.1 prior to the initial Maturity Date. Notwithstanding any contrary provision of this Section 2.2, the Swing Line Lender shall not at any time be obligated to make any Swing Loan. 2.2.2 Notwithstanding the provisions of subsections 2.9.1 and 2.9.2, each Swing Loan outstanding under the Swing Line shall accrue interest at a rate per annum equal to the interest rate applicable to a Reference Rate Loan, computed on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in higher interest than if a three hundred sixty-five (365) day year were used), which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable to the Administrative Agent for the account of the Swing Line Lender; provided that, notwithstanding any other provision of this Agreement, each Swing Loan shall bear interest for a minimum of one (1) day. 2.2.3 Notwithstanding the provisions of Section 2.7, the principal outstanding under the Swing Line shall be due and payable: : (i) at or before 10:00 a.m., San Francisco time, on the third fifth Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and and (ii) in any event on the initial Maturity Date; provided that, if no Event of Default has occurred and remains uncured, and Borrower the Company is permitted to borrow Loans under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due and payable) at the time such Swing Loans are due, then unless Borrower the Company notifies the Swing Line Lender that it will repay such Swing Loans on their due date, Borrower the Company shall be deemed to have submitted a Borrowing Notice for Reference Rate Loans in an amount necessary to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.32. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Loans, without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice given to the Administrative Agent and Swing Line Lender no later than 10:00 a.m., San Francisco time, on the day on which Borrower intends to make a voluntary prepayment, and (ii) each such voluntary prepayment shall be in a minimum amount of $500,000 (or, if less, the aggregate outstanding principal amount of all Swing Loans then outstanding). 2.2.5 Each Lender shall, upon the request of the Swing Line Lender, purchase a pro rata risk participation from the Swing Line Lender in the Swing Loans then outstanding, without recourse or warranty, in an amount equal to such Lender's Pro Rata Share of such Swing Loans, within three (3) Business Days after such Swing Loans are made. In addition, from and after the date that any Lender funds such participation, such Lender shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment of principal and/or interest received by the Swing Line Lender on account of such Swing Loans, payable to such Lender promptly upon such receipt. 2.2.6 At any time during the continuance of an Event of Default, the Swing Line Lender may, without Borrower's consent, upon one (1) Business Day's notice to Borrower, terminate the Swing Line and cause Reference Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 5.2, and any requirement of

Swing Line. 2.2.1 Upon Borrower's requestSubject to the terms and conditions hereof, Swing Line Lender, in its discretion and in reliance upon the agreements of the other Lenders set forth in this §2.16, may make loans (herein called “Swing Line Loans”) to Borrower from time to time between the Closing Date and the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender’s Percentage of the outstanding principal balance of Swing Line Lender’s Revolving Loans and LC Obligations, may exceed the amount of Swing Line Lender’s Revolving Commitment, provided that after giving effect to any Swing Line Loan, (i) the aggregate outstanding principal balance of all Swing Line Loans does not exceed the Swing Line Sublimit, and (ii) the aggregate amount of the Outstanding Revolving Loans, Swing Line Loans and Letters of Credit does not exceed the lesser of (A) the aggregate Revolving Commitments of all of Lenders and (B)(1) the Borrowing Base at such time minus (2) the outstanding principal amount of the loans under the MGP/UPS Credit Facility. Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions of this Agreement, the Swing Line Lender may, in its sole and absolute discretion, on and after the Closing Date and prior to the Maturity Date, provide to Borrower a swing line credit facility (the "Swing Line") of up to Twenty-five Million Dollars ($25,000,000.00); provided that the Swing Line Lender shall not in any event make any Loan under the Swing Line (each a "Swing Loan" and collectively, the "Swing Loans") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans (including Swing Loans) plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, or (ii) the aggregate principal amount of all then-outstanding Swing Loans made by the Swing Line Lender would exceed the Swing Line Availability at such time. Within the limits of the Swing Line Availabilityhereof, Borrower may borrow under this subsection 2.2.1 at any time prior to the Maturity Date§2.16, repay pursuant to subsections 2.2.3 or 2.2.4 prepay under §§3.2 and 3.3, and reborrow pursuant under this §2.16. The obligation of Borrower to this subsection 2.2.1 prior repay to the Maturity Date. Notwithstanding any contrary provision of this Section 2.2, the Swing Line Lender shall not at any time be obligated to make any Swing Loan. 2.2.2 Notwithstanding the provisions aggregate amount of subsections 2.9.1 and 2.9.2, each Swing Loan outstanding under the all Swing Line shall accrue interest at a rate per annum equal to the interest rate applicable to a Reference Rate Loan, computed on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in higher interest than if a three hundred sixty-five (365) day year were used), which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable to the Administrative Agent for the account of the made by Swing Line Lender; provided that, notwithstanding together with interest accruing in connection therewith, shall be evidenced by a Note made by Borrower payable to Swing Line Lender in substantially the form of Exhibit A-1 hereto (such notes and any other provision of this Agreementsubstitute or replacement notes therefor, each the “Swing Line Notes”). Each Swing Line Loan shall bear interest for on each day outstanding at a minimum rate equal to the Base Rate plus the Base Rate Spread applicable to Revolving Loans in effect on such day. Immediately upon the making of one (1) day. 2.2.3 Notwithstanding the provisions of Section 2.7, the principal outstanding under the a Swing Line Loan, each Lender shall be due and payable: (i) at or before 10:00 a.m., San Francisco time, on the third Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and (ii) in any event on the Maturity Date; provided that, if no Event of Default has occurred and remains uncureddeemed to, and Borrower is permitted to borrow under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due hereby irrevocably and payable) at the time such Swing Loans are dueunconditionally agrees to, then unless Borrower notifies the purchase from Swing Line Lender that it will repay a risk participation in such Swing Loans on their due date, Borrower shall be deemed to have submitted a Borrowing Notice for Reference Rate Loans in an amount necessary to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.3. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Loans, without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice given to the Administrative Agent and Swing Line Lender no later than 10:00 a.m., San Francisco time, on the day on which Borrower intends to make a voluntary prepayment, and (ii) each such voluntary prepayment shall be in a minimum amount of $500,000 (or, if less, the aggregate outstanding principal amount of all Swing Loans then outstanding). 2.2.5 Each Lender shall, upon the request of the Swing Line Lender, purchase a pro rata risk participation from the Swing Line Lender in the Swing Loans then outstanding, without recourse or warranty, Loan in an amount equal to the product of such Lender's Pro Rata Share ’s Percentage times the amount of such Swing Loans, within three (3) Business Days after such Swing Loans are made. In addition, from and after the date that any Lender funds such participation, such Lender shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment of principal and/or interest received by the Swing Line Lender on account of such Swing Loans, payable to such Lender promptly upon such receiptLoan. 2.2.6 At any time during the continuance of an Event of Default, the Swing Line Lender may, without Borrower's consent, upon one (1) Business Day's notice to Borrower, terminate the Swing Line and cause Reference Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 5.2, and any requirement of

Swing Line. 2.2.1 Upon Borrowerthe Company's request, and subject to the terms and conditions of this Agreement, the Swing Line Lender may, in its sole and absolute discretion, on and after the Closing Date and prior to the Maturity Date, provide to Borrower the Company a swing line credit facility (the "Swing Line") of up to Twenty-five Million Dollars ($25,000,000.00); provided that the Swing Line Lender shall not in any event be permitted to make any Loan under the Swing Line (each a "Swing Loan" and collectively, the "Swing Loans") if, after giving effect thereto, (i) the sum of the aggregate principal amount of all then-outstanding Loans (including Swing Loans) plus the aggregate amount of all then-outstanding but undrawn Letters of Credit would exceed the Availability at such time, or (ii) the aggregate principal amount of all then-outstanding Swing Loans made by the Swing Line Lender would exceed the Swing Line Availability at such time. Within the limits of the Swing Line Availability, Borrower the Company may borrow under this subsection 2.2.1 at any time prior to the Maturity Date, repay pursuant to subsections 2.2.3 or 2.2.4 and reborrow pursuant to this subsection 2.2.1 prior to the Maturity Date. Notwithstanding any contrary provision of this Section 2.2, the Swing Line Lender shall not at any time be obligated to make any Swing Loan. 2.2.2 Notwithstanding the provisions of subsections 2.9.1 2.8.1 and 2.9.22.8.2, each Swing Loan outstanding under the Swing Line shall accrue interest at a rate per annum equal to the interest rate applicable to a Reference Prime Rate Loan, computed on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in higher interest than if a three hundred sixty-five (365) day year were used), which interest shall be payable in arrears on each Interest Payment Date and on the due date for Swing Loans set forth in subsection 2.2.3, and shall be payable to the Administrative Agent for the account of the Swing Line Lender; provided that, notwithstanding any other provision of this Agreement, each Swing Loan shall bear interest for a minimum of one (1) day. 2.2.3 Notwithstanding the provisions of Section 2.7, the principal outstanding under the Swing Line shall be due and payable: : (i) at or before 10:00 a.m., San Francisco time, on the third Business Day immediately following any date on which a Swing Loan is made under the Swing Line; and and (ii) in any event on the Maturity Date; provided that, if no Event of Default has occurred and remains uncured, and Borrower the Company is permitted to borrow Loans under the terms of this Agreement (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans due and payable) at the time such Swing Loans are due, then unless Borrower the Company notifies the Swing Line Lender that it will repay such Swing Loans on their due date, Borrower the Company shall be deemed to have submitted a Borrowing Notice for Reference Prime Rate Loans in an amount necessary to repay such Swing Loans on their due date, and the provisions of Section 2.4 concerning (i) the minimum principal amounts required for Borrowings and (ii) the funding of requested Borrowings as Swing Loans shall not apply to Loans made pursuant to this subsection 2.2.32. 2.2.4 Notwithstanding the provisions of subsection 2.7.1, Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Loans, without incurring any premium or penalty; provided that: (i) each such voluntary prepayment shall require prior written notice given to the Administrative Agent and Swing Line Lender no later than 10:00 a.m., San Francisco time, on the day on which Borrower intends to make a voluntary prepayment, and (ii) each such voluntary prepayment shall be in a minimum amount of $500,000 (or, if less, the aggregate outstanding principal amount of all Swing Loans then outstanding). 2.2.5 Each Lender shall, upon the request of the Swing Line Lender, purchase a pro rata risk participation from the Swing Line Lender in the Swing Loans then outstanding, without recourse or warranty, in an amount equal to such Lender's Pro Rata Share of such Swing Loans, within three (3) Business Days after such Swing Loans are made. In addition, from and after the date that any Lender funds such participation, such Lender shall, to the extent of its Pro Rata Share, be entitled to receive a ratable portion of any payment of principal and/or interest received by the Swing Line Lender on account of such Swing Loans, payable to such Lender promptly upon such receipt. 2.2.6 At any time during the continuance of an Event of Default, the Swing Line Lender may, without Borrower's consent, upon one (1) Business Day's notice to Borrower, terminate the Swing Line and cause Reference Rate Loans to be made by the Lenders in an aggregate amount equal to the amount of principal and interest outstanding under the Swing Line (the Availability being determined for such purpose without giving effect to any reduction thereof occasioned by such Swing Loans), and the conditions precedent set forth in Section 2.4 and Section 5.2, and any requirement of