Common use of Swingline Facility Clause in Contracts

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Commitments, and (Bii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment, (ii) and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitSublimit or the Swingline Lender’s Swingline Commitment, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Commitments, and (Bii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment; provided, (ii) further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline LenderLender shall, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during until and excluding the Availability Period Business Day preceding the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Initial Revolving Credit Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Commitments and Credit Facility, (Bii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations and Pro Rata Share of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Credit Commitment; provided, (ii) further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Revolving Credit Lender shall be deemed to, and hereby (and without the need for any further documentation) irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion discretion, subject to the terms of any Autoborrow Agreement, make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan; provided, however, that if an Autoborrow Agreement is in effect, the Swingline Lender may, at its discretion, provide for an alternate rate of interest on Swingline Loans under the Autoborrow Agreement with respect to any Swingline Loans for which the Swingline Lender has not requested that the Lenders fund Revolving Loans to refinance, or to purchase and fund risk participations in, such Swingline Loans pursuant to Section 2.04(c). Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to On the terms and subject to the conditions set forth herein, the Swingline LenderRFC may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any to but not including the Business Day during immediately preceding the Availability Period Warehousing Maturity Date, make Advances ("Swingline Advances") requested by Borrowers, in an aggregate amount not to exceed the Swingline Facility Amount, without requesting Warehousing Advances or Term Loan Advances from the other Lenders. At such time as Borrowers have borrowed the maximum amount available under the Swingline Facility Amount, RFC Agrees to provide Borrowers 1 day's Notice. Lenders hereby agree to purchase from RFC an undivided participation interest in all outstanding Swingline Advances at any time outstanding in an amount equal to each Lender's Percentage Share of such Swingline Advances. RFC may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the amount acceleration of the Obligations following an Event of Default) request Lenders to make Warehousing Advances or Term Loan Advances, as applicable, in principal amounts equal to their Percentage Shares of outstanding Swingline SublimitAdvances, notwithstanding the fact and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances or Term Loan Advances, as applicable, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding such Advances, provided that no Lender shall be required to make Advances to repay Swingline Advances or purchase participations in Swingline Advances which would cause such Lender's aggregate Warehousing Advances or Term Loan Advances (including participations in Swingline LoansAdvances), when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lenderapplicable, may then outstanding to exceed the amount of such Lender’s Revolving Commitment; provided's Warehousing Commitment Amount or Term Loan Commitment Amount, however, that (i) after giving effect as applicable. Each Lender's Advances made pursuant to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination preceding sentence shall be conclusive and binding absent manifest error) that it hasdelivered directly to RFC in immediately available funds at the office of Credit Agent by 4:00 p.m. on the day of the request therefor by RFC if such request is made on or before 3:00 p.m., or by 9:00 a.m. on the 1st Business Day following such Credit Extension may have, Fronting Exposure. Within the foregoing limitsrequest if such request is made after 3:00 p.m., and subject shall be promptly applied against the outstanding Swingline Advances. At the time of any request for Advances from Lenders pursuant to the other terms and conditions hereof, the Borrower may borrow under this Section 2.041.3, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan Credit Agent shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, deliver to each Lender a certificate in the form of Exhibit N attached hereto (the "Advance Certificate"), certified by Credit Agent. For purposes of the limitations set forth in Exhibit H hereto, Swingline Advances made against Eligible Loans or Other Eligible Assets shall be deemed toto be Warehousing Advances, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Advances against Servicing Collateral shall be deemed to be Term Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanAdvances.

Swingline Facility. Subject to all of the terms and conditions of this Agreement (including the applicable conditions set forth hereinin Article 4), the Swingline LenderLender may, in its sole discretion and in reliance upon the representations and warranties of the Borrowers set forth herein and the agreements of the other Lenders set forth in this Section 2.04Sections 2.04(c) and 2.04(d), may in its sole discretion make loans (each such loan, a “Swingline Loan”) Loans to the Borrower in Dollars Representative on behalf of the Borrowers, from time to time on any Business Day during the Availability Period Period, for the purposes identified in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitSection 6.11, notwithstanding the fact that such the aggregate amount of the outstanding Swingline Loans, when aggregated with added to the Applicable Percentage Swingline Lender’s Pro Rata Share of the Outstanding Amount of outstanding Revolving Loans and L/C Obligations Letter of the Lender acting as Swingline LenderCredit Liabilities, from time to time may exceed the amount of such Lender’s Revolving Commitment; provided, howeverthat, that (i) after giving effect to any Borrowing of a Swingline Loan, (Ai) the Total total Revolving Outstandings Exposures shall not exceed the Aggregate total Revolving Commitments and Commitments, (Bii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving CommitmentCommitment (except that in the case of the Swingline Lender, the Swingline Lender’s Revolving Exposure (iiexcluding all Swingline Exposure) plus the Borrower principal balance of all outstanding and the proposed Swingline Loans shall not use exceed the proceeds sum of any such Revolving Exposure (other than Swingline Exposure) plus the Swingline Loan to refinance any outstanding Swingline Loan Sublimit), and (iii) the total Swingline Lender Exposure shall not be under any obligation to make any exceed the Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04Sublimit. Each Swingline Loan shall be a Base Rate Loan. No Swingline Loan shall be used for the purpose of funding the payment of the principal of any other Swingline Loan. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the Swingline Lender Lender, a risk participation in such Swingline Loan in an amount equal to the product of obtained by multiplying such Lender’s Applicable Percentage times Pro Rata Share by the amount of such Swingline Loan. Swingline Loans may be prepaid and re-borrowed from time to time during the Availability Period. All Swingline Loans shall be paid in full no later than the earlier of the tenth (10th) Business Day following the Borrowing of such Swingline Loan and the Revolving Loan Maturity Date.

Swingline Facility. Subject The Swingline Lender agrees, subject to and on the terms and conditions set forth hereinof this Agreement, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loaneach, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower in Dollars Borrower, from time to time on any Business Day during the Availability Period period from the Agreement Date to but not including the Swingline Termination Date (or, if earlier, the Facility Termination Date), in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate Credit Exposure of the Swingline Lender in its capacity as a Lender outstanding at such time, would exceed the Swingline Lender’s own Commitment at such time, but provided that no borrowing of Swingline Loans shall be made if, immediately after giving effect thereto (i) the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving all outstanding Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Commitment or (ii) the Borrower shall not use aggregate principal amount of all outstanding Credit Exposure exceeds the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan Aggregate Commitments, and (iii) provided further that the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22.1(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which determination shall be conclusive and binding absent manifest error) that it has, the Swingline Lender has actual or by such Credit Extension may have, potential Fronting Exposure, as it may elect in its sole discretion. Within Subject to and on the foregoing limits, and subject to the other terms and conditions hereofof this Agreement, the Borrower may borrow under this borrow, repay (including by means of a borrowing of Revolving Loans pursuant to Section 2.04, prepay under Section 2.05, 2.2.3) and reborrow under this Section 2.04Swingline Loans. Each All Swingline Loan Loans shall be a Base bear interest at the LIBOR Market Index Rate Loan. Immediately upon plus the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanMargin.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitSublimit or the Swingline Lender’s Swingline Commitment, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such LenderXxxxxx’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Commitments, and (Bii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment; provided, (ii) further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. (a) Subject to the terms and conditions set forth herein, the Swingline LenderFacility Lender agrees, in reliance upon the agreements of the other Revolving Facility Lenders set forth in this Section 2.042.23, may in its sole discretion to make loans (each such loan, a “Swingline Facility Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitU.S. $10,000,000, notwithstanding the fact that such Swingline Facility Loans, when aggregated with the Applicable Revolving Facility Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations Credit Facility Exposure of the Lender acting as Swingline Facility Lender, may exceed the amount of such Lender’s Revolving Facility Exposure Commitment; provided, however, that (i) after giving effect to any Swingline Facility Loan, (Ai) the Total Revolving Outstandings Facility Credit Exposure shall not exceed the Aggregate total Revolving Commitments Facility Commitments, and (Bii) the aggregate Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Revolving Facility Commitment, (ii) and provided, further, that the Borrower shall not use the proceeds of any Swingline Facility Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureFacility Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.23, prepay under Section 2.052.11, and reborrow under this Section 2.042.23. Each Swingline Facility Loan shall be a Base Rate an ABR Loan. Immediately upon the making of a Swingline Facility Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Facility Lender a risk participation in such Swingline Facility Loan in an amount equal to the product of such Lender’s Applicable Revolving Facility Percentage times the amount of such Swingline Facility Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “"Swingline Loan”") to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swingline Lender acting in its capacity as Swingline Lendera Lender of Revolving Loans, may exceed the amount of such Lender’s 's Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Commitments, and (Bii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Revolving Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s 's Revolving Commitment, (ii) and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage 's Pro Rata Share times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion discretion, subject to the terms of any Autoborrow Agreement, make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such LenderXxxxxx’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan; provided, however, that if an Autoborrow Agreement is in effect, the Swingline Lender may, at its discretion, provide for an alternate rate of interest on Swingline Loans under the Autoborrow Agreement with respect to any Swingline Loans for which the Swingline Lender has not requested that the Lenders fund Revolving Loans to refinance, or to purchase and fund risk participations in, such Swingline Loans pursuant to Section 2.04(c). Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.shall

Swingline Facility. Subject to On the terms and subject to the conditions set forth herein, the Swingline LenderRFC may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any to, but not including the Business Day during immediately preceding the Availability Period Warehousing Maturity Date, make Advances (“Swingline Advances”) requested by Borrowers against Eligible Assets, in an aggregate amount not to exceed the Swingline Facility Amount, without requesting Warehousing Advances from the other Lenders. RFC agrees to provide Borrowers 1 day’s Notice at such time as Borrowers have borrowed the maximum amount available under the Swingline Facility Amount. RFC has no obligation to make Swinglines Advances if the aggregate amount of Swingline Advances and Warehousing Advances outstanding would exceed the lesser of (a) the Warehousing Credit Limit or (b) the Aggregate Warehousing Collateral Value. Lenders hereby agree to purchase from RFC an undivided participation interest in all outstanding Swingline Advances at any time outstanding in an amount equal to each Lender’s Percentage Share of such Swingline Advances. RFC may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the amount acceleration of the Obligations following an Event of Default) request the Lenders to make Warehousing Advances in principal amounts equal to their Percentage Shares of outstanding Swingline SublimitAdvances, notwithstanding the fact and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding Warehousing Advances, provided that no Lender is required to make Warehousing Advances to repay Swingline Advances or purchase participations in Swingline Advances that would cause such Lender’s aggregate Warehousing Advances (including participations in Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may Advances) then outstanding to exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Warehousing Commitment Amount. Each Lender’s Revolving Commitment, (ii) Warehousing Advances made pursuant to the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination preceding sentence shall be conclusive and binding absent manifest error) that it hasdelivered directly to RFC in immediately available funds at the office of Credit Agent by 4:00 p.m. on the day of the request therefor by RFC if such request is made on or before 1:00 p.m., or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.9:00

Swingline Facility. Subject to all of the terms and conditions of this Agreement (including the applicable conditions set forth hereinin Article 4), the Swingline LenderLender may, in its sole discretion and in reliance upon the representations and warranties of the Borrowers set forth herein and the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Sections 2.04(c) and 2.04(d) make loans (each such loan, a “Swingline Loan”) Loans to the Borrower in Dollars Representative on behalf of the Borrowers, from time to time on any Business Day during the Availability Period Period, for the purposes identified in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitSection 6.11, notwithstanding the fact that such the aggregate amount of the outstanding Swingline Loans, when aggregated with added to the Applicable Percentage Swingline Lender’s Pro Rata Share of the Outstanding Amount of outstanding Revolving Loans and L/C Obligations Letter of the Lender acting as Swingline LenderCredit Liabilities, from time to time may exceed the amount of such Lender’s Revolving Commitment; provided, howeverthat, that (i) after giving effect to any Borrowing of a Swingline Loan, (Ai) the Total total Revolving Outstandings Exposures shall not exceed the Aggregate total Revolving Commitments and Commitments, (Bii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving CommitmentCommitment (except that in the case of the Swingline Lender, the Swingline Lender’s Revolving Exposure (iiexcluding all Swingline Exposure) plus the Borrower principal balance of all outstanding and the proposed Swingline Loans shall not use exceed the proceeds sum of any such Revolving Exposure (other than Swingline Exposure) plus the Swingline Loan to refinance any outstanding Swingline Loan Sublimit), and (iii) the total Swingline Lender Exposure shall not be under any obligation to make any exceed the Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04Sublimit. Each Swingline Loan shall be a Base Rate Loan. No Swingline Loan shall be used for the purpose of funding the payment of the principal of any other Swingline Loan. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the Swingline Lender Lender, a risk participation in such Swingline Loan in an amount equal to the product of obtained by multiplying such Lender’s Applicable Percentage times Pro Rata Share by the amount of such Swingline Loan. Swingline Loans may be prepaid and re-borrowed from time to time during the Availability Period. All Swingline Loans shall be paid in full no later than the earlier of the tenth (10th) Business Day following the Borrowing of such Swingline Loan and the Revolving Loan Maturity Date.

Swingline Facility. Subject to On the terms and subject to the conditions set forth herein, the Swingline LenderRFC may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any to, but not including the Business Day during immediately preceding the Availability Period Warehousing Maturity Date, make Advances (“Swingline Advances”) requested by Borrowers against Eligible Assets, in an aggregate amount not to exceed the Swingline Facility Amount, without requesting Warehousing Advances from the other Lenders. RFC agrees to provide Borrowers 1 day’s Notice at such time as Borrowers have borrowed the maximum amount available under the Swingline Facility Amount. RFC has no obligation to make Swinglines Advances if the aggregate amount of Swingline Advances and Warehousing Advances outstanding would exceed the lesser of (a) the Warehousing Credit Limit or (b) the Aggregate Warehousing Collateral Value. Lenders hereby agree to purchase from RFC an undivided participation interest in all outstanding Swingline Advances at any time outstanding in an amount equal to each Lender’s Percentage Share of such Swingline Advances. RFC may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the amount acceleration of the Obligations following an Event of Default) request the Lenders to make Warehousing Advances in principal amounts equal to their Percentage Shares of outstanding Swingline SublimitAdvances, notwithstanding the fact and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding Warehousing Advances, provided that no Lender is required to make Warehousing Advances to repay Swingline Advances or purchase participations in Swingline Advances that would cause such Lender’s aggregate Warehousing Advances (including participations in Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may Advances) then outstanding to exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Warehousing Commitment Amount. Each Lender’s Revolving Commitment, (ii) Warehousing Advances made pursuant to the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination preceding sentence shall be conclusive and binding absent manifest error) that it hasdelivered directly to RFC in immediately available funds at the office of Credit Agent by 4:00 p.m. on the day of the request therefor by RFC if such request is made on or before 1:00 p.m., or by 9:00 a.m. on the 1st Business Day following such Credit Extension may have, Fronting Exposure. Within the foregoing limitsrequest if such request is made after 1:00 p.m., and subject shall be promptly applied against the outstanding Swingline Advances. At the time of any request for Warehousing Advances from Lenders pursuant to the other terms and conditions hereof, the Borrower may borrow under this Section 2.041.7, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, Credit Agent will deliver to each Lender a certificate in the form of Exhibit K attached hereto (the “Advance Certificate”), certified by Credit Agent. For purposes of the limitations set forth in Exhibit H hereto, Swingline Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanbe Warehousing Advances.

Swingline Facility. Subject to On the terms and subject to the conditions set forth herein, the Swingline LenderRFC may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any to, but not including, the Business Day during immediately preceding the Availability Period Maturity Date, make Warehousing Advances ("Swingline Advances") requested by Borrower, in an aggregate amount not to exceed the Swingline Facility Amount, without requesting Warehousing Advances from the other Lenders. Lenders hereby agree to purchase from RFC an undivided participation interest in all outstanding Swingline Advances at any time outstanding in an amount equal to each Lender's Percentage Share of such Swingline Advances. RFC may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the amount acceleration of the Obligations following an Event of Default) request Lenders to make Warehousing Advances in principal amounts equal to their Percentage Shares of outstanding Swingline SublimitAdvances, notwithstanding the fact and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding Warehousing Advances, provided that no Lender shall be required to make Advances to repay Swingline Advances which would cause such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may 's aggregate Warehousing Advances then outstanding to exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect 's Warehousing Commitment Amount. Each Lender's Warehousing Advances made pursuant to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination preceding sentence shall be conclusive and binding absent manifest error) that it hasdelivered directly to RFC in immediately available funds at the office of Credit Agent by 4:00 p.m. on the day of the request therefor by RFC if such request is made on or before 3:00 p.m., or by 9:00 a.m. on the 1st Business Day following such Credit Extension may have, Fronting Exposure. Within the foregoing limitsrequest if such request is made after 3:00 p.m., and subject shall be promptly applied against the outstanding Swingline Advances. At the time of any request for Warehousing Advances from Lenders pursuant to the other terms and conditions hereof, the Borrower may borrow under this Section 2.041.3, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan Credit Agent shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, deliver to each Lender a certificate in the form of Exhibit K attached hereto (the "Advance Certificate"), certified by Credit Agent. For purposes of the limitations set forth in Exhibit H hereto, Swingline Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanbe Warehousing Advances.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04Section, may in its sole discretion discretion, make loans (each such loan, a “Swingline Loan”) Advances to the Borrower in Dollars Borrowers from time to time on any Business Day during the Availability Period period from the Effective Date until the Termination Date, in an aggregate principal amount not to exceed at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Sublimit, Advances exceeding $15,000,000 (notwithstanding the fact that such Swingline LoansAdvances, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations Credit Exposure of the Lender acting as Swingline Lender, Lender may exceed the amount of such Lender’s Revolving Credit Commitment) or (ii) the total Revolving Credit Exposures exceeding the aggregate Revolving Credit Commitments at such time; provided, however, 28 provided that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings Swingline Lender shall not exceed the Aggregate Revolving Commitments be required to make a Swingline Advance to refinance an outstanding Swingline Advance and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan Advance if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension Advance may have, Fronting Exposure. Within the foregoing limits, limits and subject to the other terms and conditions hereofset forth herein, the Borrower Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate LoanAdvances. Immediately upon the making of a Swingline LoanAdvance, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan Advance in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage Pro Rata Share times the amount of such Swingline LoanAdvance.

Swingline Facility. Subject The Swingline Lender agrees, subject to and on the terms and conditions set forth hereinof this Agreement, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion to make loans (each such loaneach, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower in Dollars Borrower, from time to time on any Business Day during the Availability Period period from the Restatement Date to but not including the Swingline Termination Date (or, if earlier, the Facility Termination Date), in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. No borrowing of Swingline Loans shall be made if, immediately after giving effect thereto (i) the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving all outstanding Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, Commitment or (ii) the Borrower shall not use aggregate principal amount of all outstanding Credit Exposure exceeds the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan Aggregate Commitments, and (iii) provided further that the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22.1(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which determination shall be conclusive and binding absent manifest error) that it has, the Swingline Lender has actual or by such Credit Extension may have, potential Fronting Exposure, as it may elect in its sole discretion. Within Subject to and on the foregoing limits, and subject to the other terms and conditions hereofof this Agreement, the Borrower may borrow under this borrow, repay (including by means of a borrowing of Revolving Loans pursuant to Section 2.04, prepay under Section 2.05, 2.2.3) and reborrow under this Section 2.04Swingline Loans. Each All Swingline Loan Loans shall be a Base bear interest at the LIBOR Market Index Rate Loanplus the Applicable Margin. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.30

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline LenderLender shall, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars or Canadian Dollars from time to time on any Business Day during until and excluding the Availability Period Business Day preceding the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Initial Revolving Credit Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Commitments and Credit Facility, (Bii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations and Pro Rata Share of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Credit Commitment; provided, (ii) further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Revolving Credit Lender shall be deemed to, and hereby (and without the need for any further documentation) irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower Borrowers, on a joint and several basis and as co-borrowers, in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitSublimit or the Swingline Lender’s Swingline Commitment, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.. (b)

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitSublimit or the Swingline Lender’s Swingline Commitment, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Commitments, and (Bii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion Lender agrees to make loans (each such loan, a “Swingline Loan”"SWINGLINE LOAN") to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swingline Lender acting in its capacity as Swingline Lendera Lender of Revolving Loans, may exceed the amount of such Lender’s 's Revolving Commitment; providedPROVIDED, howeverHOWEVER, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments Commitments, and (Bii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Revolving Lender, PLUS such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, PLUS such Lender's Pro Rata Share of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s 's Revolving Commitment, (ii) and PROVIDED, FURTHER, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section SECTION 2.04, prepay under Section SECTION 2.05, and reborrow under this Section SECTION 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times 's Pro Rata Share TIMES the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion will, subject to the terms of any Autoborrow Agreement, make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be bear interest at a rate based on the Base Rate Loanplus the Applicable Rate; provided, however, that if an Autoborrow Agreement is in effect, the Swingline Lender in consultation with the Borrower (such consultation required solely for purposes of giving effect to the alternate rate of interest and/or means of calculations contemplated solely by this proviso) may, at its discretion, provide for an alternate rate of interest on Swingline Loans under the Autoborrow Agreement with respect to any Swingline Loans for which the Swingline Lender has not requested that the Revolving Lenders fund Revolving Loans to refinance, or to purchase and fund risk participations in, such Swingline Loans pursuant to Section 2.04(c). Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to On the terms and subject to the conditions set forth herein, the Swingline LenderRFC may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during to, but not including, the Availability Period Warehousing Maturity Date, make Warehousing Advances requested by Borrower, in an aggregate amount not to exceed the Swingline Facility Amount, without requesting Warehousing Advances from the Other Lenders. Such Advances ("Swingline Advance") shall be evidenced by the Swingline Note. The Lenders hereby agree to purchase from RFC an undivided participation interest in all outstanding Swingline Advances held by RFC at any time outstanding in an amount equal to each Lender's Percentage Share of such Swingline Advances. RFC may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the amount acceleration of the Obligations following an Event of Default) request the Lenders to make Advances in principal amounts equal to their Percentage Shares in the aggregate amount necessary to repay the outstanding Swingline SublimitAdvances and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances, notwithstanding the fact regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding Warehousing Advances, provided that no Lender shall be required to make Advances to repay Swingline Advances which would cause such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may 's aggregate Warehousing Advances then outstanding to exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect 's Warehousing Commitment Amount. Each Lender's Warehousing Advances made pursuant to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination preceding sentence shall be conclusive and binding absent manifest error) that it hasdelivered directly to RFC in immediately available funds at the office of the Credit Agent by 4:00 p.m. on the day of the request therefor by RFC if such request is made on or before 3:00 p.m., or by 9:00 a.m. on the 1st Business Day following such Credit Extension may have, Fronting Exposurerequest if such request is made after 3:00 p.m. and shall be promptly applied against the outstanding Swingline Advances. Within At the foregoing limits, and subject time of any request for Warehousing Advances from Lenders pursuant to the other terms and conditions hereofthis Section 1.3, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan Credit Agent shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, deliver to each Lender a certificate in the form of Exhibit M attached hereto (the "Advance Certificate"), certified by the Credit Agent. For purposes of the limitations set forth in Exhibit H and Exhibit I hereto, Swingline Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanbe Warehousing Advances.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion shall make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitSublimit or the Swingline Lender’s Swingline Commitment, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such LenderXxxxxx’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any 317687440_5 - 2/8/2024 1:48:48 PM 317687440.5 outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such LenderXxxxxx’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.4, may in its sole discretion to make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Revolving Commitment Percentage of the Outstanding Amount outstanding principal amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total aggregate principal amount of the Revolving Outstandings Obligations shall not exceed the Aggregate Revolving Commitments Commitments, and (Bii) the aggregate outstanding principal amount of the Revolving Credit Exposure Loans of any Lender Lender, plus such Lender’s Revolving Commitment Percentage of the outstanding principal amount of all L/C Obligations, plus such Lender’s Revolving Commitment Percentage of the outstanding principal amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment, (ii) and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.4, prepay under Section 2.052.5, and reborrow under this Section 2.042.4. Each Swingline Loan shall be bear interest at a rate based on the Base Rate Loanor at a rate based on the Quoted Rate, as selected by the Borrower. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Revolving Commitment Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04Section, may in its sole discretion discretion, make loans (each such loan, a “Swingline Loan”) Advances to the Borrower in Dollars Borrowers from time to time on any Business Day during the Availability Period period from the Effective Date until the Termination Date, in an aggregate principal amount not to exceed at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Sublimit, Advances exceeding $15,000,000 (notwithstanding the fact that such Swingline LoansAdvances, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations Credit Exposure of the Lender acting as Swingline Lender, Lender may exceed the amount of such Lender’s Revolving Credit Commitment) or (ii) the total Revolving Credit Exposures exceeding the aggregate Revolving Credit Commitments at such time; provided, however, 28 provided that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings Swingline Lender shall not exceed the Aggregate Revolving Commitments be required to make a Swingline Advance to refinance an outstanding Swingline Advance and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan Advance if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension Advance may have, Fronting Exposure. Within the foregoing limits, limits and subject to the other terms and conditions hereofset forth herein, the Borrower Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate LoanAdvances. Immediately upon the making of a Swingline LoanAdvance, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan Advance in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Swingline LoanAdvance.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.042.4, may in its sole discretion to make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Commitment Percentage of the Outstanding Amount outstanding principal amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total aggregate principal amount of the Revolving Outstandings Obligations shall not exceed the Aggregate Revolving Commitments Commitments, and (Bii) the aggregate outstanding principal amount of the Revolving Credit Exposure Loans of any Lender Lender, plus such Lender’s Commitment Percentage of the outstanding principal amount of all L/C Obligations, plus such Lender’s Commitment Percentage of the outstanding principal amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment, (ii) and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) Loan. Notwithstanding the foregoing, the Swingline Lender shall not be under any no obligation to make any Swingline Loan if it shall determine any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be issued or that Swingline Loan and all other Swingline Loans as to which determination shall be conclusive and binding absent manifest error) that it has, the Swingline Lender has actual or by such Credit Extension may have, potential Fronting Exposure, as it may elect in its sole discretion. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.4, prepay under Section 2.052.5, and reborrow under this Section 2.042.4. Each Swingline Loan shall be bear interest at a rate based on the Base Rate Loanor at a rate based on the Quoted Rate, as selected by the Borrower. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Commitment Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04Section, may in its sole discretion discretion, make loans (each such loan, a “Swingline Loan”) Advances to the Borrower in Dollars Borrowers from time to time on any Business Day during the Availability Period period from the Effective Date until the Termination Date, in an aggregate principal amount not to exceed at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Sublimit, Advances exceeding $15,000,000 (notwithstanding the fact that such Swingline LoansAdvances, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations Credit Exposure of the Lender acting as Swingline Lender, Lender may exceed the amount of such Lender’s Revolving Credit Commitment) or (ii) the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments; provided, however, provided that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings Swingline Lender shall not exceed the Aggregate Revolving Commitments be required to make a Swingline Advance to refinance an outstanding Swingline Advance and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan Advance if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension Advance may have, Fronting Exposure. Within the foregoing limits, limits and subject to the other terms and conditions hereofset forth herein, the Borrower Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate LoanAdvances. Immediately upon the making of a Swingline LoanAdvance, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan Advance in an amount equal to the product of such Lender’s Applicable Percentage Pro Rata Share times the amount of such Swingline LoanAdvance.

Swingline Facility. Subject to On the terms and subject to the conditions set forth herein, the Swingline LenderRFC may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any to, but not including the Business Day during immediately preceding the Availability Period Warehousing Maturity Date, make Advances (“Swingline Advances”) requested by Borrowers against Eligible Assets other than Third Party Builder Construction Mortgage Loans and Unimproved Land Loans, in an aggregate amount not to exceed the Swingline Facility Amount, without requesting Warehousing Advances from the other Lenders. At such time as Borrowers have borrowed the maximum amount available under the Swingline Facility Amount, RFC agrees to provide Borrowers 1 day’s Notice. The total aggregate principal amount of all Swingline Advances and Warehousing Advances outstanding at any one time may not exceed the Warehousing Credit Limit. Lenders hereby agree to purchase from RFC an undivided participation interest in all outstanding Swingline Advances at any time outstanding in an amount equal to each Lender’s Percentage Share of such Swingline Advances. RFC may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the amount acceleration of the Obligations following an Event of Default) request the Lenders to make Warehousing Advances in principal amounts equal to their Percentage Shares of outstanding Swingline SublimitAdvances, notwithstanding the fact and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding Warehousing Advances, provided that no Lender is required to make Warehousing Advances to repay Swingline Advances or purchase participations in Swingline Advances that would cause such Lender’s aggregate Warehousing Advances (including participations in Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may Advances) then outstanding to exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Warehousing Commitment Amount. Each Lender’s Revolving Commitment, (ii) Warehousing Advances made pursuant to the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination preceding sentence shall be conclusive and binding absent manifest error) that it hasdelivered directly to RFC in immediately available funds at the office of Credit Agent by 4:00 p.m. on the day of the request therefor by RFC if such request is made on or before 11:00 a.m., or by 9:00 a.m. on the 1st Business Day following such Credit Extension may have, Fronting Exposure. Within the foregoing limitsrequest if such request is made after 11:00 a.m., and subject shall be promptly applied against the outstanding Swingline Advances. At the time of any request for Warehousing Advances from Lenders pursuant to the other terms and conditions hereof, the Borrower may borrow under this Section 2.041.5, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, Credit Agent will deliver to each Lender a certificate in the form of Exhibit K attached hereto (the “Advance Certificate”), certified by Credit Agent. For purposes of the limitations set forth in Exhibit H hereto, Swingline Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanbe Warehousing Advances.

Swingline Facility. Subject to all of the terms and conditions of this Agreement (including the applicable conditions set forth hereinin Article 4), the Swingline LenderLender may, in its sole discretion and in reliance upon the representations and warranties of the Borrowers set forth herein and the agreements of the other Lenders set forth in this Section 2.04Sections 2.04(c) and 2.04(d), may in its sole discretion make loans (each such loan, a “Swingline Loan”) Loans to the Borrower in Dollars Representative on behalf of the Borrowers, from time to time on any Business Day during the Availability Period Period, for the purposes identified in an aggregate amount not to exceed at any time outstanding the amount of the Swingline SublimitSection 6.11, notwithstanding the fact that such the aggregate amount of the outstanding Swingline Loans, when aggregated with added to the Applicable Percentage Swingline Lender’s Pro Rata Share of the Outstanding Amount of outstanding Revolving Loans and L/C Obligations Letter of the Lender acting as Swingline LenderCredit Liabilities, from time to time may exceed the amount of such Lender’s Revolving Commitment; provided, howeverthat, that (i) after giving effect to any Borrowing of a Swingline Loan, (Ai) the Total total Revolving Outstandings Exposures shall not exceed the Aggregate total Revolving Commitments and Commitments, (Bii) the Revolving Credit Exposure of any Lender shall not exceed such Xxxxxx’s Revolving Commitment (except that in the case of the Swingline Lender, the Swingline Lender’s Revolving Commitment, Exposure (iiexcluding all Swingline Exposure) plus the Borrower principal balance of all outstanding and the proposed Swingline Loans shall not use exceed the proceeds sum of any such Revolving Exposure (other than Swingline Exposure) plus the Swingline Loan to refinance any outstanding Swingline Loan Sublimit), and (iii) the total Swingline Lender Exposure shall not be under any obligation to make any exceed the Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04Sublimit. Each Swingline Loan shall be a Base Rate Loan. No Swingline Loan shall be used for the purpose of funding the payment of the principal of any other Swingline Loan. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the Swingline Lender Lender, a risk participation in such Swingline Loan in an amount equal to the product of obtained by multiplying such LenderXxxxxx’s Applicable Percentage times Pro Rata Share by the amount of such Swingline Loan. Swingline Loans may be prepaid and re-borrowed from time to time during the Availability Period. All Swingline Loans shall be paid in full no later than the earlier of the tenth (10th) Business Day following the Borrowing of such Swingline Loan and the Revolving Loan Maturity Date.

Swingline Facility. Subject to the terms and conditions set forth herein, the each Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion discretion, make loans (each such loan, a “Swingline Loan”) to the Borrower Borrowers in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving CommitmentPeriod; provided, however, that (i) after giving effect to any Swingline Loan, (Ai) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (Bii) the Revolving Credit Exposure of any Lender shall not exceed such LenderXxxxxx’s Revolving Commitment; provided, further, that (iiA) the no Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iiiB) the no Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be bear interest only at a rate based on the Base Rate Loanplus the Applicable Rate. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the a Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Facility. Subject to On the terms and subject to the conditions set forth herein, the Swingline LenderRFC may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any to, but not including the Business Day during immediately preceding the Availability Period Warehousing Maturity Date, make Advances (“Swingline Advances”) requested by Borrowers against Eligible Assets other than Third Party Builder Construction Mortgage Loans and Unimproved Land Loans, in an aggregate amount not to exceed the Swingline Facility Amount, without requesting Warehousing Advances from the other Lenders. RFC agrees to provide Borrowers 1 day’s Notice at such time as Borrowers have borrowed the maximum amount available under the Swingline Facility Amount. RFC has no obligation to make Swinglines Advances if the aggregate amount of Swingline Advances and Warehousing Advances outstanding would exceed the lesser of (a) the Warehousing Credit Limit or (b) the Aggregate Warehousing Collateral Value. Lenders hereby agree to purchase from RFC an undivided participation interest in all outstanding Swingline Advances at any time outstanding in an amount equal to each Lender’s Percentage Share of such Swingline Advances. RFC may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the amount acceleration of the Obligations following an Event of Default) request the Lenders to make Warehousing Advances in principal amounts equal to their Percentage Shares of outstanding Swingline SublimitAdvances, notwithstanding the fact and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding Warehousing Advances, provided that no Lender is required to make Warehousing Advances to repay Swingline Advances or purchase participations in Swingline Advances that would cause such Lender’s aggregate Warehousing Advances (including participations in Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may Advances) then outstanding to exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Warehousing Commitment Amount. Each Lender’s Revolving Commitment, (ii) Warehousing Advances made pursuant to the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination preceding sentence shall be conclusive and binding absent manifest error) that it hasdelivered directly to RFC in immediately available funds at the office of Credit Agent by 4:00 p.m. on the day of the request therefor by RFC if such request is made on or before 1:00 p.m., or by 9:00 a.m. on the 1st Business Day following such Credit Extension may have, Fronting Exposure. Within the foregoing limitsrequest if such request is made after 1:00 p.m., and subject shall be promptly applied against the outstanding Swingline Advances. At the time of any request for Warehousing Advances from Lenders pursuant to the other terms and conditions hereof, the Borrower may borrow under this Section 2.041.7, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, Credit Agent will deliver to each Lender a certificate in the form of Exhibit K attached hereto (the “Advance Certificate”), certified by Credit Agent. For purposes of the limitations set forth in Exhibit H hereto, Swingline Advances shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanbe Warehousing Advances.