Common use of Swing Loans Clause in Contracts

Swing Loans. BofA may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") to a Borrower solely for BofA's own account from time to time on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on any

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may, in its sole discretion to make discretion, make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Swing Loan made by the Borrowers Swing Loan Lender hereunder) not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that (i) the outstanding principal amount of Swing Loans equal to the amount by which the aggregate outstanding principal amount of Swing Loans exceeds $25,000,000 shall be deemed a utilization of the Revolving Credit Commitment of the Swing Loan Lender (unless otherwise agreed in writing by the Swing Loan Lender and prompt notice of such agreement is given to the Administrative Agent) and (ii) at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorMaximum Credit. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within fifteen days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may, in its sole discretion to discretion, make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "Swing Loan") otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate principal amount of any other Loans made by the Borrowers Swing Loan Lender hereunder in its capacity as Lender or Swing Loan Lender) not to exceed the lesser of $25,000,0005,000,000 and the Swing Loan Lender's Ratable Portion of the Available Credit; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect During the Revolving Availability Period, the Swing Line Lender may, on the terms and conditions set forth in its sole discretion this Agreement, make a Swing Loan or Swing Loans to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan") to a Borrower solely for BofA's own account from time to time time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made only in dollars; (iii) may be repaid or after prepaid and reborrowed in accordance with the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000provisions hereof; provided, however, that (iv) may only be made if after giving effect to any Swing Loan, thereto (A) the aggregate principal amount of all Swing Loans outstanding Loans shall does not exceed the least of Swing Line Sublimit, and (iB) the Commitment of BofAaggregate Revolving Exposures would not exceed the total Revolving Commitments at such time; (iiv) shall not be made if, after giving effect thereto, the combined Commitments Borrower would be required to prepay Loans or cash collateralize Letters of all the BanksCredit pursuant to Section 2.05(j); and (iiivi) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waivedLoan. If a Borrower shall To request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming shall notify the Administrative Agent and the Swing Line Lender of such telephonic notice for a request by written notice, not later than 10:00 a.m., New York City time, on the day of such proposed Swing Loan. If the information contained in any Each such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan notice shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, irrevocable and shall be subject to all specify the terms and conditions applicable to Loans, except that all interest thereon requested date (which shall be payable to BofA solely for its own account. On a Business Day) and the due date for such aggregate principal amount of the requested Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon . (Eastern timeb), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on any

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "Swing Loan") otherwise available to a any Borrower solely for BofA's own account under the Revolving Credit Facility from time to time on or after any Business Day during the Refinancing period from the Closing Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both of the Borrowers at any time not to exceed the lesser of (i) $25,000,00015,000,000 and (ii) the Swing Loan Lender's Ratable Portion of the amount by which the Maximum Credit exceeds the Revolving Credit Outstandings at such time; provided, however, that no Swing Loan may be made that, after giving effect thereto, would result in a Borrowing Base Deficiency. The Swing Loan Lender shall be entitled to any Swing Loan, rely on the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the most recent Borrowing Base. BofA may make Swing Loans (subject Base Certificate delivered to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing a Base Rate Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and (subject to Sections 2.6 and 2.9) shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice repaid within seven days of its intention to repay and does repay making or if sooner upon any Revolving Credit Borrowing. Within the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in the first sentence of this Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank2.3(a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyreborrowed under this Section 2.3(a).

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "“Swing Loan"”) otherwise available to a Borrower solely for BofA's own account the Borrowers under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate amount at any time outstanding (together with the aggregate principal amount of any other loans made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) at any one time outstanding to both of the Borrowers not to exceed the lesser of $25,000,00020,000,000 and the Swing Loan Lender’s Ratable Portion of the Available Credit at such time; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in the first sentence of this Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall 2.3(a) amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyreborrowed under this Section 2.3(a).

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion this Agreement, the Swing Loan Lender agrees to make make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Termination Date up to in an aggregate principal amount at any one time outstanding to both in an aggregate amount (together with the aggregate outstanding principal amount of the Borrowers any other Swing Loan) not to exceed $25,000,000the Swing Line Sublimit; provided, however, that to the extent that, after giving effect to any such Swing Loan, the aggregate outstanding principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make and any Swing other Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request made by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for Lender hereunder in its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers capacity as a Lender or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time)Lender would exceed the Swing Loan Lender’s Ratable Portion of the Available Credit, such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or Swing Loan Lender in its sole discretion; provided, further, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Commitments in effect at such time. Each Swing Loan shall be a Default is then continuing or Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any other condition precedent Borrowing hereunder and shall in any event mature no later than the Termination Date. Within the limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement a Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "Swing LoanSWING LOAN") otherwise available to a the US Borrower solely for BofA's own account under the US Revolving Credit Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of the Borrowers any other Loans made by such Swing Loan Lender hereunder in its capacity as Lender or Swing Loan Lender) not to exceed the lesser of $25,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; 5,000,000 and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender's Ratable Portion of the US Available Credit; PROVIDED, HOWEVER, that the Swing Loan Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming aggregate US Revolving Credit Outstandings would exceed the US Revolving Credit Commitments in effect at such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errortime. Each outstanding Swing Loan Lender shall be entitled to rely on the most recent Borrowing Base Certificate delivered to the Domestic Administrative Agent. Each Swing Loan shall be payable a Domestic Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any US Revolving Credit Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in the first sentence of this Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank2.3(a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyreborrowed under this Section 2.3(a); and

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "Swing Loan") otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate amount at any time outstanding (together with the aggregate principal amount of any other loans made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) at any one time outstanding to both of the Borrowers not to exceed the lesser of $25,000,00020,000,000 and the Swing Loan Lender's Ratable Portion of the Available Credit at such time; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in the first sentence of this Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall 2.3(a) (Swing Loans) amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this Section 2.3(a) (if made prior to 2:00 p.m., Eastern time) on anySwing Loans).

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "Swing LoanSWING LOAN") otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to any Swing Loan, (together with the aggregate principal amount of all outstanding Loans shall any other loans made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) at any time not to exceed the least lesser of (i) $20,000,000 and the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer Lender's Ratable Portion of the relevant Borrower for funding of a Available Credit at such time; PROVIDED, HOWEVER, that the Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in the first sentence of this Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall 2.3(a) amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyreborrowed under this Section 2.3(a).

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate amount at any time outstanding (together with the aggregate principal amount of any other loans made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) at any one time outstanding to both of the Borrowers not to exceed the lesser of $25,000,00020,000,000 and the Swing Loan Lender’s Ratable Portion of the Available Credit at such time; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in the first sentence of this Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall 2.3(a) amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyreborrowed under this Section 2.3(a).

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may elect in its sole discretion to make discretion, make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, together with each "Swing Loan" as defined in and made under the Original DIP Credit Agreement, a "Swing Loan") otherwise available to a the Borrower solely for BofA's own account under the Revolving Credit Facility (but only as requested by the Borrower) from time to time on or after any Business Day during the Refinancing period from the Initial Closing Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both (together with the aggregate outstanding principal amount of any other Loan made by the Borrowers Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) not to exceed $25,000,000the lesser of the (i) the Swing Loan Lender's Ratable Portion of the Available Credit and (ii) the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount of all outstanding Loans shall not Revolving Credit Outstandings would exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorMaximum Credit. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). Swing Loans are not the relevant Borrower has then requested subject to a Loan in such minimum borrowing amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on any.

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in its sole discretion this Agreement, the Swing Loan Lender agrees to make make, in Dollars, loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "“Swing Loan"”) otherwise available to a Borrower solely for BofA's own account Xerium under the Initial Revolving Commitments from time to time on or after any Business Day during the Refinancing Date and prior to the Revolving Commitment Termination Date up to Period in an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to any such Swing Loan, the aggregate principal amount Total Utilization of all outstanding Loans shall not Revolving Commitments would exceed the least of (i) the Commitment of BofA; (ii) the combined Revolving Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth then in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest erroreffect. Each outstanding Swing Loan shall be payable no later than the seventh an ABR Loan and must be repaid in full within five (5) Business Day next following the day the Swing Loan was madeDays after its making or, with interest at the Federal Funds Rate plus 0.50% per annumif sooner, and shall be subject to all the terms and conditions applicable to Loans, except upon any borrowing of Revolving Loans hereunder (it being understood that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time)in any event, such Swing Loan shall be automatically convert to deemed a Federal Funds Rate Loan under this Agreementborrowing of Revolving Loans at the end of such five (5) Business Day period unless a cash repayment in full was made during such period), and each Bank (other shall in any event mature no later than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests Revolving Commitment Termination Date. Within the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may, in its sole discretion to discretion, make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "together with each “Swing Loan"” as defined in and made under the Existing Credit Agreement, a “Swing Loan”) otherwise available to a Borrower solely for BofA's own account the Borrowers under the Facility from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both of the Borrowers at any time not to exceed $25,000,00010,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than than, (i) the seventh Business Day next following 15th day after the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank is made or (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern timeii) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests Revolving Credit Termination Date. Within the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amountfirst sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). If such amount is not in fact paid to BofA by any Bank, BofA Swing Loans shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyBase Rate Loans.

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "Swing LoanSWING LOAN") otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding to both of the Borrowers at any time not to exceed the lesser of $25,000,00010,000,000 and the Swing Loan Lender's Ratable Portion of the Available Credit; providedPROVIDED, howeverHOWEVER, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this SECTION 2.3(A), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyreborrowed under this SECTION 2.3(A).

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in this Agreement, each Swing Loan Lender may, in its sole discretion to discretion, make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum denominated in Dollars (each, each a "“Swing Loan"”) otherwise available to a Borrower solely for BofA's own account the Company under the Revolving Credit Facility from time to time on or after any Business Day during the Refinancing period from the Closing Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding (together with the aggregate outstanding principal amount of any other Loans made by such Swing Loan Lender hereunder in its capacity as Lender or Swing Loan Lender) not to both exceed the lesser of such Swing Loan Lender’s Ratable Portion of the Borrowers Available Credit under the Revolving Credit Facility and such Swing Loan Lenders’ Swing Loan Allocation and, together with the aggregate outstanding principal amount of all Swing Loans outstanding, not to exceed $25,000,00030,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan at any time to the extent that, after BofA becomes aware that one or more giving effect to such Swing Loan the Dollar Equivalent of the conditions precedent contained aggregate Revolving Credit Outstandings would exceed the Revolving Credit Commitments in Section 4.2 is not satisfied until effect at such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errortime. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within ten days of its making or, if sooner, upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may elect in its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, each a "Swing Loan") otherwise available to a the Borrower solely for BofA's own account under the Facility from time to time on or after any Business Day during the Refinancing Date and prior to period from the Commitment date hereof until the Revolving Credit Termination Date up to in an aggregate amount at any time outstanding (together with the aggregate principal amount of any other loans made by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan Lender) at any one time outstanding to both of the Borrowers not to exceed the lesser of $25,000,00020,000,000 and the Swing Loan Lender's Ratable Portion of the Available Credit at such time; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within seven days of its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in the first sentence of this Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall 2.3(a) amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyreborrowed under this Section 2.3(a).

Swing Loans. BofA may elect in its sole discretion Subject to all of the terms and conditions hereof, Harrxx Xxxst and Savings Bank ("Harrxx Xxxk") agrees to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing LoanLoans") to the Borrower under a Borrower solely for BofA's own account swing line of credit from time to time on or after before the Refinancing Date and prior to the Commitment Termination Date up to in an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000the lesser of (i) the Swing Line Commitment then in effect and (ii) the difference between the Revolving Credit Commitments in effect at such time and the aggregate principal amount of all Loans (whether Committed Loans, Swing Loans, or Bid Loans) then outstanding; provided, however, that after giving effect to any Swing Loan, the aggregate amount of the Committed Loans and Swing Loans outstanding at any one time and owing to Harrxx Xxxk shall not at any time exceed Harrxx Xxxk's Revolving Credit Commitment then in effect. The Swing Line Commitment shall be available to the Borrower and may be availed of by the Borrower from time to time and borrowings thereunder may be repaid and used again during the period ending on the Termination Date. Without regard to the face principal amount of all the Swing Line Note, the actual principal amount at any time outstanding Loans and owing by the Borrower on account of the Swing Line Note shall not exceed be the least of (i) the Commitment of BofA; (ii) the combined Commitments sum of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request then or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to theretofore made thereon less all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anypayments actually received thereon.

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan Lender may, in its sole discretion to discretion, make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, together with each "Swing Loan" as defined in and made under the Existing Credit Agreement, a "Swing Loan") otherwise available to a Borrower solely for BofA's own account the Borrowers under the Facility from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION amount at any one time outstanding to both of the Borrowers at any time not to exceed $25,000,00010,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan to the extent that, after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until giving effect to such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it the aggregate Revolving Credit Obligations would exceed the Maximum Credit. The Swing Loan Lender shall deliver promptly by facsimile transmission be entitled to BofA a Loan Request signed by an Authorized Officer of rely on the Borrower confirming such telephonic notice for a Swing Loan. If most recent Borrowing Base Certificate delivered to the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errorAdministrative Agent. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full upon any Revolving Credit Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amountfirst sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). If such amount is not in fact paid to BofA by any Bank, BofA Swing Loans shall be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Eastern time) on anyBase Rate Loans.

Swing Loans. BofA may elect (a) On the terms and subject to the conditions contained in this Agreement, a Swing Loan Lender may, in its sole discretion to discretion, make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum denominated in Dollars (each, each a "“Swing Loan"”) otherwise available to a the Borrower solely for BofA's own account under the Revolving Credit Facility from time to time on or after any Business Day during the Refinancing period from the Effective Date and prior to until the Commitment Revolving Credit Termination Date up to in an aggregate principal amount at any one time outstanding (together with the aggregate outstanding principal amount of any other Loans made by such Swing Loan Lender hereunder in its capacity as Lender or Swing Loan Lender) not to both exceed the lesser of such Swing Loan Lender’s Ratable Portion of the Borrowers Available Credit under the Revolving Credit Facility and such Swing Loan Lenders’ Swing Loan Allocation and, together with the aggregate outstanding principal amount of all Swing Loans outstanding, not to exceed $25,000,00030,000,000; provided, however, that after giving effect to any Swing Loan, the aggregate principal amount of all outstanding Loans shall not exceed the least of (i) the Commitment of BofA; (ii) the combined Commitments of all the Banks; and (iii) the Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA Lender shall not make any Swing Loan at any time to the extent that, after BofA becomes aware that one or more giving effect to such Swing Loan the Dollar Equivalent of the conditions precedent contained aggregate Revolving Credit Outstandings would exceed the Revolving Credit Commitments in Section 4.2 is not satisfied until effect at such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest errortime. Each outstanding Swing Loan shall be payable a Base Rate Loan and must be repaid in full within ten days of its making or, if sooner, upon any Dollar/ Euro Revolving Credit Borrowing hereunder and shall in any event mature no later than the seventh Business Day next following Revolving Credit Termination Date. Within the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent limits set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bankfirst sentence of this clause (a), BofA shall amounts of Swing Loans repaid may be entitled to recover such amount on demand from such Bank, together with accrued interest thereon from the due date therefor reborrowed under this clause (if made prior to 2:00 p.m., Eastern time) on anya).

Swing Loans. BofA may elect (a) The Swing Loan Lender, in its sole discretion discretion, on the terms and subject to the conditions contained in this Agreement, may make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum advances (each, each a "Swing Loan") to a the Borrower solely for BofA's own account from time to time on or after any Business Day during the Refinancing period from the Closing Date and prior to until the Commitment Termination Date up to in an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, however, that after giving effect to at any Swing Loan, time outstanding the aggregate principal amount of all outstanding Loans shall not exceed the least lesser of (i) the Commitment of BofA; Swing Loan Available Credit and (ii) the combined Commitments lesser of (A) the Maximum Amount minus the sum of the Stated Amount ----- of all Letters of Credit and the Banks; aggregate amount of Revolving Loans outstanding and (iiiB) the Aggregate Borrowing Base minus the sum of the Letter of Credit ----- Reserve and the aggregate amount of Revolving Loans outstanding. Moreover, the sum of the aggregate amount of Loans (including Swing Loans) plus the Letter of ---- Credit Reserve shall not at any time exceed the sum of the Borrower Borrowing Base plus the lesser of the Permitted Amount and the RMSM Borrowing Base. BofA may make Swing Loans (subject to the conditions precedent set forth in Section 4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a The ---- Swing Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the action taken by BofA, the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is not in fact paid to BofA by any Bank, BofA Lender shall be entitled to recover such amount rely on demand from such Bankthe most recent Borrowing Base Certificate delivered to the Agent. Within the limits set forth above, together with accrued interest thereon from the due date therefor (if Swing Loans repaid may be reborrowed under this Section 2.1.4. All Swing Loans shall ------------- be made prior to 2:00 p.m., Eastern time) on anyas Base Rate Loans.