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 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 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 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 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 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 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. (b) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Facility Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Facility Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Facility Lender and the Administrative Agent of a written Swingline Facility Borrowing Request, appropriately completed and signed by the Borrower. Promptly after receipt by the Swingline Facility Lender of any telephonic Swingline Facility Borrowing Request, the Swingline Facility Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Facility Borrowing Request and, if not, the Swingline Facility Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Facility Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to noon on the date of the proposed Swing Line Borrowing (A) directing the Swingline Facility Lender not to make such Swingline Facility Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.23, or (B) that one or more of the applicable conditions specified in Section 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Facility Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Facility Borrowing Request, make the amount of its Swingline Facility Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Facility Lender in immediately available funds. (c) The Swingline Facility Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (and Borrower hereby irrevocably authorizes the Swingline Facility Lender to so request on its behalf), that each Lender make an ABR Loan in an amount equal to such Lender’s Revolving Facility Percentage of the amount of Swingline Facility Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, but subject to the unutilized portion of the Revolving Facility Commitments and the conditions set forth in Section 4.01. The Swingline Facility Lender shall furnish the Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Revolving Facility Lender shall make an amount equal to its Revolving Facility Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in immediately available funds for the account of the Swingline Facility Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Borrowing Request, whereupon, subject to Section 2.23(c), each Revolving Facility Lender that so makes funds available shall be deemed to have made an ABR Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Facility Lender. (d) If for any reason any Swingline Facility Loan cannot be refinanced by such an ABR Loan in accordance with Section 2.23(c), the request for an ABR Loan submitted by the Swingline Facility Lender as set forth herein shall be deemed to be a request by the Swingline Facility Lender that each of the Revolving Facility Lenders fund its risk participation in the relevant Swingline Facility Loan and each Revolving Facility Lender’s payment to the Administrative Agent for the account of the Swingline Facility Lender pursuant to Section 2.23(c) shall be deemed payment in respect of such participation. (e) If any Revolving Facility Lender fails to make available to the Administrative Agent for the account of the Swingline Facility Lender any amount required to be paid by such Revolving Facility Lender pursuant to the foregoing provisions of this Section 2.23 by the time specified in Section 2.23, the Swingline Facility Lender shall be entitled to recover from such Revolving Facility Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Facility Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Facility Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Facility Lender in connection with the foregoing. If such Revolving Facility Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Facility Lender’s Revolving Facility Loan included in the relevant Revolving Facility Borrowing or funded participation in the relevant Swingline Facility Loan, as the case may be. A certificate of the Swingline Facility Lender submitted to any Revolving Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) Each Revolving Facility Lender’s obligation to make Revolving Facility Loans or to purchase and fund risk participations in Swingline Facility Loans pursuant to this Section 2.23 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Facility Lender may have against the Swingline Facility Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Facility Lender’s obligation to make Revolving Facility Loans pursuant to this Section 2.23 is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Facility Loans, together with interest as provided herein. (g) At any time after any Revolving Facility Lender has purchased and funded a risk participation in a Swingline Facility Loan, if the Swingline Facility Lender receives any payment on account of such Swingline Facility Loan, the Swingline Facility Lender will distribute to such Revolving Facility Lender its Revolving Facility Percentage thereof in the same funds as those received by the Swingline Facility Lender. (h) If any payment received by the Swingline Facility Lender in respect of principal or interest on any Swingline Facility Loan is required to be returned by the Swingline Facility Lender under any circumstances (including pursuant to any settlement entered into by the Swingline Facility Lender in its discretion), each Revolving Facility Lender shall pay to the Swingline Facility Lender its Revolving Facility Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline Facility Lender. The obligations of the Revolving Facility Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (i) The Swingline Facility Lender shall be responsible for invoicing the Borrower for interest on the Swingline Facility Loans. Until each Revolving Facility Lender funds its ABR Loan or risk participation pursuant to this Section 2.23 to refinance such Revolving Facility Lender’s Revolving Facility Percentage of any Swingline Facility Loan, interest in respect of such Revolving Facility Percentage shall be solely for the account of the Swingline Facility Lender. (j) The Borrower shall make all payments of principal and interest in respect of the Swingline Facility Loans directly to the Swingline Facility Lender.

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 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 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 2.04Section, 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 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. (1) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender, Lender establishes in reliance upon the agreements favour of the other Lenders Borrowers a revolving credit facility which is part of the Revolving Facility in an amount (including Advances made in United States Dollars and the Equivalent Amount in United States Dollars of Advances made in Canadian Dollars) up to the Swingline Commitment which, as of the date hereof, is US$5,000,000, on the terms set forth in this Section 2.042.02 (the "Swingline Facility"). (2) At any time that the Borrowers would be entitled to obtain Prime Rate Advances and US Base Rate Advances, as the case may in its sole discretion make loans (each such loanbe, a “Swingline Loan”) under the Revolving Facility, the Borrowers shall be entitled to draw cheques on their respective Cdn. Dollar chequing accounts and US Dollar chequing accounts, as the Borrower in Dollars case may be, maintained from time to time on with the Swingline Lender at the Agent's Payment Branch (or in such other accounts with the Swingline Lender at such other branch of the Swingline Lender as may be agreed upon by the Swingline Lender and the applicable Borrower from time to time). The debit balance from time to time in any Business Day during such Canadian Dollar accounts shall be deemed to be a Prime Rate Advance outstanding to the Availability Period applicable Borrowers from the Swingline Lender under the Revolving Facility. The debit balance from time to time in any such US Dollar accounts shall be deemed to be a US Base Rate Advance outstanding to the applicable Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance or a US Base Rate Advance from the Swingline Lender as contemplated by this subsection, prior to such time as such Advance is repaid as contemplated by Section 2.02(4) or purchased as contemplated by Section 2.02(5), is referred to as a "Swingline Loan". (3) The outstanding amount (including Advances made in United States Dollars and the Equivalent Amount in United States Dollars of Advances made in Canadian Dollars) of all Swingline Loans at any time shall not exceed the lesser of: (a) the Swingline Commitment; and (b) the amount, if any, by which the Aggregate Revolving Commitment at such time, exceeds the amount (including Advances made in United States Dollars and the Equivalent Amount in United States Dollars of Advances made in Canadian Dollars) of all Advances (other than Swingline Loans) outstanding at such time under the Revolving Facility. (4) The Swingline Lender may (but shall not be obliged to) deliver a written notice to the Agent (which shall thereupon deliver a similar notice to each of the Revolving Lenders) and to a Borrower, or the Agent may itself (but shall not be obliged to) deliver a written notice to each of the Revolving Lenders and to such Borrower requiring repayment of the Swingline Loans owing by it from time to time. Such Borrower shall be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances and US Base Rate Advances, as applicable, under the Revolving Facility in an aggregate amount not equal 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, Loans and subject to the other terms and conditions hereofprovisions of Section 2.06(4). The Revolving Lenders shall thereupon (irrespective of whether any condition precedent to an Advance has been satisfied, whether the Borrower may borrow amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount, if any, of an Advance required to be included in an Advance constituting such type of Advance under this Section 2.04Agreement, prepay whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under Section 2.05any of the Loan Documents or otherwise or whether the Maturity Date has occurred) make such Prime Rate Advance and US Base Rate Advance, as applicable, under the Revolving Facility and the Agent shall apply the proceeds thereof in repayment of such Swingline Loans. The Agent shall promptly notify the applicable Borrower of any such Prime Rate Advances and US Base Rate Advances, and reborrow such Borrower agrees to accept each such Prime Rate Advance and US Base Rate Advance under this Section 2.04the Revolving Facility and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loan. Each Swingline Loan shall be a Base Rate Loan. Immediately upon repaid in full on the making last Business Day of a Swingline Loaneach week. (5) Without limiting Section 2.02(4), on the Maturity Date, or if an Event of Default has occurred and is continuing, each Lender shall be deemed to, and hereby irrevocably and unconditionally of the Revolving Lenders agrees to, that it will purchase from the Swingline Lender, and the Swingline Lender agrees that it shall sell to such Revolving Lenders, for cash, at par, without representation or warranty from or recourse against the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or been commenced under any of the Loan Documents or otherwise or whether the Maturity Date has occurred), on a risk participation rateable basis, an undivided interest in all Swingline Loans and all Letters of Credit then outstanding (provided that that no Lender shall be required to purchase such Swingline Loan in an amount equal Loans and Letters of Credit to the product of extent that such Lender’s Applicable Percentage times purchase would cause the amount of its Advances to exceed its Commitment under the Revolving Facility). The Agent, upon consultation with the applicable Lenders, shall have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any Lender in order to complete any such purchase. The Borrowers and the Revolving Lenders acknowledge that the foregoing arrangements are to be settled by the Revolving Lenders among themselves, and the Borrowers expressly consent to the foregoing arrangements among such Lenders. (6) So long as the Swingline Lender continues to be a Revolving Lender, each of the Revolving Lenders agrees to indemnify and save harmless the Swingline Lender on a rateable basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Letter of Credit issued by the Swingline Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Swingline Lender). (7) So long as a replacement Swingline Lender reasonably acceptable to the Borrowers has been identified and has agreed to assume the responsibilities of the Swingline Lender, any Swingline Lender may resign as a Swingline Lender upon thirty (30) days' prior written notice to the Agent, the applicable Revolving Lenders and the Borrowers. In addition, the Borrowers may terminate the appointment of any Swingline Lender as a "Swingline Lender" hereunder by providing a written notice thereof to such Swingline LoanLender, with a copy to the Agent. Any such termination by the Borrowers shall become effective upon the earlier of (i) such Swingline Lender's acknowledging receipt of such notice and (ii) the fifth (5th) Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the total aggregate principal amount of all Advances made by such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.

Swingline Facility. (1) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender, Lender establishes in reliance upon the agreements favour of the other Lenders Borrower a revolving term facility that is part of the Revolving Facility on the terms set forth in this Section 2.04, may in its sole discretion make loans 2.02 (each such loan, a “the "Swingline Loan”Facility") up to the amount specified in Section 2.02(3). (2) At any time that the Borrower in Dollars would be entitled to obtain Prime Rate Advances under the Revolving Facility, the Borrower will be entitled to draw cheques on its Canadian Dollar chequing account maintained from time to time on with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule A (or such other accounts with the Swingline Lender at such other Lending Office of the Swingline Lender as may be agreed upon from time to time by the Swingline Lender and the Borrower). The debit balance from time to time in any Business Day during such account will be deemed to be a Prime Rate Advance outstanding to the Availability Period Borrower from the Swingline Lender under the Revolving Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Canadian Dollar concentration account of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the accounts identified above) will also be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Revolving Facility. A Prime Rate Advance from the Swingline Lender as contemplated by this Section 2.02(2), prior to such time as such Advance is repaid as contemplated by Section 2.02(4), or purchased as contemplated by Section 2.02(5), is referred to as a "Swingline Loan". (3) The outstanding amount of all Swingline Loans at any time may not exceed the lesser of: (a) [*****] and (b) the amount, if any, by which the Revolving Facility Maximum Amount at such time exceeds the Revolving Facility Outstanding Amount at such time (excluding outstanding Swingline Loans). (4) At any time and from time to time in its discretion, the Swingline Lender may (but will not be obliged to) deliver a written notice to the Agent (which will thereupon deliver a similar notice to each of the Lenders) and to the Borrower, requiring repayment of a Swingline Loan. The Borrower will be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances under the Revolving 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 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. The Lenders will thereupon (irrespective of whether any condition precedent to an Advance has been satisfied, whether the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred) make such Prime Rate Advance under the Revolving Facility and the Agent will apply the proceeds thereof in repayment of such Swingline Loan. The Agent will promptly notify the Borrower of any such Prime Rate Advances, and the Borrower will accept each such Prime Rate Advance and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loan. (5) Without limiting the provisions of Section 2.02(4), on the Revolving Facility Maturity Date, or if an Event of Default has occurred and is continuing, each of the Lenders, other than the Swingline Lender, will purchase from the Swingline Lender, and the Swingline Lender will sell to such Lenders, for cash, at par, without representation or warranty from or recourse against the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facilities and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Revolving Facility Maturity Date has occurred), on a pro rata basis, an undivided interest in all Swingline Loans then outstanding. The Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any Lender in order to complete any such purchase. The Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, and the Borrower expressly consents to the foregoing arrangements between such Lenders. (6) Each of the Lenders will indemnify and save harmless the Swingline Lender on a pro rata basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Swingline Loan made by the Swingline Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Swingline Lender).

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 2.04Section, 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. (1) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender, Lender establishes in reliance upon the agreements favour of the other Lenders Borrower a revolving term facility that is part of the Credit Facility on the terms set forth in this Section 2.042.02 (the “Swingline Facility”) up to the amount specified in Section 2.02(3). (2) At any time that the Borrower would be entitled to obtain Prime Rate Loans under the Credit Facility, the Borrower will be entitled to draw cheques on its Cdn. Dollar chequing account maintained from time to time with the Swingline Lender at the Lending Office of the Swingline Lender specified in Schedule B (or such other accounts with the Swingline Lender at such other Lending Office of the Swingline Lender as may be agreed upon by the Swingline Lender and the Borrower from time to time). The debit balance from time to time in its sole discretion make loans any such account will be deemed to be a Prime Rate Loan outstanding to the Borrower from the Swingline Lender under the Credit Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Cdn. Dollar concentration account of the Borrower established pursuant to such arrangement (each which for greater certainty may include one of the accounts identified above) will also be deemed to be a Prime Rate Loan outstanding to the Borrower from the Swingline Lender under the Credit Facility. A Prime Rate Loan from the Swingline Lender as contemplated by this Section 2.02(2), prior to such loantime as such Loan is repaid as contemplated by Section 2.02(4), or purchased as contemplated by Section 2.02(5), is referred to as a “Swingline Loan”. (3) to The outstanding Cdn. Dollar amount of all Swingline Loans at any time may not exceed the Borrower in Dollars lesser of: (a) Cdn. $3,000,000, and (b) the amount, if any, by which the limit of the Credit Facility at such time exceeds the Cdn. Dollar amount of all Loans (other than Swingline Loans) and the face amount of all Letters of Credit outstanding at such time under the Credit Facility. (4) At any time and from time to time on any Business Day during in its discretion, the Availability Period Swingline Lender may (but will not be obliged to) deliver a written notice to the Administrative Agent (which will thereupon deliver a similar notice to each of the Lenders) and to the Borrower, requiring repayment of a Swingline Loan. The Borrower will be deemed to have given at such time a Drawdown Notice to the Administrative Agent requesting Prime Rate Loans under the 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 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. The Lenders will thereupon (irrespective of whether any condition precedent to a Loan has been satisfied, whether the amount of such Loan to be made available under the Credit Facility is less than, equal to or more than the minimum amount of a Loan required to be included in a Loan constituting such type of Loan under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facility and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Maturity Date has occurred) make such Prime Rate Loan under the Credit Facility and the Administrative Agent will apply the proceeds thereof in repayment of such Swingline Loan. The Administrative Agent will promptly notify the Borrower of any such Prime Rate Loans, and the Borrower agrees to accept each such Prime Rate Loan and hereby irrevocably authorizes and directs the Administrative Agent to apply the proceeds thereof in payment of the applicable Swingline Loan. (5) Without limiting Section 2.02(4), on the Maturity Date, or if an Event of Default has occurred and is continuing, each of the Lenders, other than the Swingline Lender, agrees that it will purchase from the Swingline Lender, and the Swingline Lender will sell to such Lenders, for cash, at par, without representation or warranty from or recourse against the Swingline Lender (and irrespective of whether any condition precedent to a Loan has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Credit Facility and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Maturity Date has occurred), on a pro rata basis, an undivided interest in all Swingline Loans then outstanding. The Administrative Agent, upon consultation with the applicable Lenders, will have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Administrative Agent, to execute any document as attorney for any Lender in order to complete any such purchase. The Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, and the Borrower expressly consents to the foregoing arrangements between such Lenders. (6) Each of the Lenders agrees to indemnify and save harmless the Swingline Lender on a pro rata basis against all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Swingline Loan made by the Swingline Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Swingline Lender).

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 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 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 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.

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 (a) On the terms and conditions set forth hereinin 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 make loans (each such loan, a “Swingline Loan”) Bank agrees to the Borrower in Dollars from time to time-to-time on any Business Day during the Availability Period period from the Closing Date until the last Business Day occurring before the Revolving Credit Maturity Date, make Swingline Advances in Dollars under the Swingline Note to the Borrower (except that no Swingline Advance may mature after the Revolving Credit Maturity Date), bearing interest at the Adjusted Prime Rate plus the Applicable Margin, and in an aggregate principal amount outstanding at any time 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, provided that (i) after giving effect to any Swingline Loan, the sum of (A) the Total aggregate principal amount of outstanding Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and Credit Advances plus (B) the aggregate principal amount of outstanding Swingline Advances plus (C) the Letter of Credit Exposure shall never exceed the aggregate Revolving Credit Exposure Commitments at such time; and provided further that no Swingline Advance shall be made by the Swingline Bank if the statements set forth in Section 3.2 are not true on the date of any Lender shall not exceed such Lender’s Revolving CommitmentSwingline Advance, (ii) it being agreed by the Borrower shall not use that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of any such Swingline Loan to refinance any outstanding Advance shall constitute a representation and warranty by the Borrower that on the date of such 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 Advance such Credit Extension may have, Fronting Exposurestatements are true. Within the foregoing limits, and subject Subject to the other terms and conditions provisions hereof, the Borrower may borrow under this Section 2.04from time-to-time borrow, prepay under Section 2.05, (in whole or in part) and reborrow under this Section 2.04. Each Swingline Loan Advances. (b) Except as provided in the following clause (c) below, each request for a Swingline Advance 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 made pursuant to telephone notice to 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.Bank given no later than

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, 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 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 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.

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 the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.042.4, may in its sole discretion make loans in Dollars (each such loan, a “Swingline Loan”) to the Borrower in Dollars Adtalem 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, 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 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 and Commitments, (Bii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans, shall not exceed such Revolving Lender’s Revolving Commitment, (ii) the Borrower and provided, further, that Adtalem 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 Adtalem 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 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 Revolving 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 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 2.04, 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 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 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 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 LoanSECTION 2.

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 2.04, 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 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 2.04, 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 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. (1) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender, Lender establishes in reliance upon the agreements favour of the other Lenders Borrower a revolving credit facility which is part of the Revolving Facility in an amount (including Advances made in United States Dollars and the Equivalent Amount in United States Dollars of Advances made in Canadian Dollars) up to US$2,500,000 on the terms set forth in this Section 2.042.02 (the “Swingline Facility”). (2) At any time that the Borrower would be entitled to obtain Prime Rate Advances and US Base Rate Advances, as the case may be, under the Revolving Facility, the Borrower shall be entitled to draw cheques on its Cdn. Dollar chequing account and US Dollar chequing account, as the case may be, maintained from time to time with the Swingline Lender at the main branch of the Swingline Lender in its sole discretion make loans Toronto, Ontario (each or in such loanother accounts with the Swingline Lender at such other branch of the Swingline Lender as may be agreed upon by the Swingline Lender and the Borrower from time to time). The debit balance from time to time in any such Cdn. Dollar account shall be deemed to be a Prime Rate Advance outstanding to the Borrower from the Swingline Lender under the Swingline Facility. The debit balance from time to time in any such US Dollar account shall be deemed to be a US Base Rate Advance outstanding to the Borrower from the Swingline Lender under the Swingline Facility. If at any time the Borrower is a party to a cash concentration arrangement with the Swingline Lender, only the amount of any overdraft from time to time in the Cdn. Dollar or US Dollar concentration account, as the case may be, of the Borrower established pursuant to such arrangement (which for greater certainty may include one of the Cdn. Dollar or US Dollar accounts identified above) shall be deemed to be a Prime Rate Advance or US Base Rate Advance, as the case may be, outstanding to the Borrower from the Swingline Lender under the Swingline Facility and if there is a credit balance in either such account, no Prime Rate Advance or US Base Rate Advance, as the case may be, shall be treated as being outstanding from the Swingline Lender under the Swingline Facility. A Prime Rate Advance or a US Base Rate Advance from the Swingline Lender as contemplated by this subsection, prior to such time as such Advance is repaid as contemplated by Section 2.02(4) or purchased as contemplated by Section 2.02(5), is referred to as a “Swingline Loan”. (3) to The outstanding amount (including Advances made in Canadian Dollars and the Borrower Equivalent Amount in Canadian Dollars of Advances made in United States Dollars) of all Swingline Loans at any time shall not exceed the lesser of: (a) US$2,500,000; and (b) the amount, if any, by which: (i) the limit of the Revolving Facility as provided for in Section 2.01 as may be reduced from time to time on any Business Day during at such time; exceeds (ii) the Availability Period amount (including Advances made in Canadian Dollars and the Equivalent Amount in Canadian Dollars of Advances made in United States Dollars) of all Advances (other than Swingline Loans) outstanding at such time under the Revolving Facility. (4) The Swingline Lender may (but shall not be obliged to) deliver a written notice to the Agent (which shall thereupon deliver a similar notice to each of the Revolving Lenders) and to the Borrower, or the Agent may itself (but shall not be obliged to) deliver a written notice to each of the Revolving Lenders and to the Borrower requiring repayment of the Swingline Loans from time to time. The Borrower shall be deemed to have given at such time a Drawdown Notice to the Agent requesting Prime Rate Advances and US Base Rate Advances, as applicable, under the Revolving 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 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 Loans irrespective of the provisions of Section 2.06(4). The Revolving Lenders shall thereupon (irrespective of whether any condition precedent to an Advance has been satisfied, whether the amount of such Advance to be made available under the Revolving Facility is less than, equal to or more than the minimum amount, if any, of an Advance required to be included in an Advance constituting such type of Advance under this Agreement, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Revolving Facility and the Commitments) has occurred or commenced under any of the Loan Documents or otherwise or whether the Maturity Date has occurred) make such Prime Rate Advance and US Base Rate Advance, as applicable, under the Revolving Facility and the Agent shall apply the proceeds thereof in repayment of such Swingline Loans. The Agent shall promptly notify the Borrower of any such Prime Rate Advances and US Base Rate Advances, and the Borrower agrees to accept each such Prime Rate Advance and US Base Rate Advance and hereby irrevocably authorizes and directs the Agent to apply the proceeds thereof in payment of the applicable Swingline Loan. (5) Without limiting Section 2.02(4), on the Maturity Date, or if an Event of Default has occurred and is continuing, each of the Revolving Lenders agrees that it will purchase from the Swingline Lender, and the Swingline Lender agrees that it shall sell to such Revolving Lenders, for cash, at par, without representation or warranty from or recourse against the Swingline Lender (and irrespective of whether any condition precedent to an Advance has been satisfied, any Default or Event of Default has occurred or is continuing or whether any acceleration or enforcement action (including any termination of the Revolving Facility and the Commitments) has occurred or been commenced under any of the Loan Documents or otherwise or whether the Maturity Date has occurred), on a rateable basis, an undivided interest in all Swingline Loans then outstanding. The Agent, upon consultation with the applicable Revolving Lenders, shall have the power to settle any documentation required to evidence any such purchase and, if deemed advisable by the Agent, to execute any document as attorney for any Revolving Lender in order to complete any such purchase. The Borrower and the Revolving Lenders acknowledge that the foregoing arrangements are to be settled by the Revolving Lenders among themselves, and the Borrower expressly consents to the foregoing arrangements among such Revolving Lenders. (6) So long as the Swingline Lender continues to be a Revolving Lender, each of the Revolving Lenders agrees to indemnify and save harmless the Swingline Lender on a rateable basis against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Letter of Credit issued by the Swingline Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Swingline Lender). (7) So long as any Revolving Lender is a Non-Funding Lender, the Swing Line Lender shall not be required to make any further Swingline Loans unless the Swingline Lender is satisfied that the related exposure will be 100% covered by the Commitments of the Revolving Lenders that are not Non-Funding Lenders and/or cash collateralized in a manner satisfactory to the Swingline Lender.

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 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 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.