Common use of Swing Line Advances Clause in Contracts

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.

Swing Line Advances. From (a) The Swing Line Bank shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a "Swing Line Advance") to the Company, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and until interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the Commitment Termination Date extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereofof this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable thereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of Bank a Swing Line Advance equal to Note; provided, that the Pro Rata Share delivery of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender Note shall not make any Swing Line Advance if, after giving effect thereto, be a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to (i) On the terms and conditions hereofset forth in this Agreement, the Swing Line Lender agrees to to, from time-to-time on any Business Day before the Maturity Date, make advances (each such advance hereunder, a “Swing Line AdvanceAdvances”) in Dollars to the Borrower from time Borrowers for periods of up to time; provided that if seven Business Days (but may be rolled over for an additional seven Business Day period upon the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount due date of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any except that no Swing Line Advance ifmay mature after the Maturity Date), after giving effect theretobearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, a Funding Excess would exist. The aggregate as such Borrower elects, in an amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance ifless than $1,000,000.00 (or if less, after giving effect thereto, in the aggregate amount of the Swing Line Loan would remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances hereunder on plus (C) the terms Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and conditions set forth herein. Unless (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender has (i) received prior written notice from any Lender, if the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent statements set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge are not true in all material respects on the date of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to have the Lenders make Revolving Credit Advances other provisions hereof, each Borrower may from time-to-time borrow, prepay (in accordance with Section 2.01(b)(iiwhole or in part) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “and reborrow Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.

Swing Line Advances. From and after The Swing Line Bank shall, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.15(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance hereunder, being a “"Swing Line Advance”") to the Borrower Company, from time to time; provided that if time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Maximum Amount. The Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender Bank shall not make any Swing Line Advance ifif it shall have received written notice from a Bank that the conditions to the making of the Advance set forth in Section 4 have not been satisfied. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, after giving effect thereto, a Funding Excess would existincluding the amounts of principal and interest payable thereon and paid to such Bank from time to time. The aggregate amount entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Loan shall not at any time exceed Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance ifmay be made, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time subject to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth hereinof this Agreement. Unless the Each Swing Line Lender has Advance shall mature and the principal amount thereof shall be due and payable by the Company in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable thereto (iif any) received prior and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Company agrees that, upon the written notice from any Lenderrequest of Swing Line Bank, the Servicer or the Borrower instructing it not Company will execute and deliver to make Swing Line Bank a Swing Line Advance because Note; provided, that the delivery of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the such Swing Line Lender shall, notwithstanding the failure of any such Note shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From The Swing Line Bank shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a "Swing Line Advance") to Company or any of the Permitted Borrowers (provided that any such Permitted Borrower has become a party to this Agreement, either by execution and delivery of this Agreement, or by complying with the terms and conditions set forth in Section 2.1(a) hereof), from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and until the Commitment Termination Date Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company and each of the Permitted Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company and the Permitted Borrower therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each of the Company and each Permitted Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to the Company or such Permitted Borrower by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a this Agreement. Each Swing Line Advance equal shall mature and the principal amount thereof shall be due and payable by Company or the applicable Permitted Borrower on the last day of the Interest Period applicable thereto (if any) and in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank (with a copy concurrently delivered to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(cAgent), the Company and each of the Permitted Borrowers will execute and deliver to Swing Line Lender Bank Swing Line Notes of each of the Company and each of the Permitted Borrowers; provided, that the delivery of such Swing Line Notes shall not make any Swing Line Advance if, after giving effect thereto, be a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to any Swing Line Bank and the Paying Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the Restatement Effective Date and until requested date of such Borrowing). If, in accordance with Section 2.01(b), it makes the Commitment Termination Date and subject requested Swing Line Advance, such Swing Line Bank will make the amount thereof available to the terms Paying Agent at the Paying Agent's Account, in same day funds. After the Paying Agent's receipt of such funds and upon fulfillment of the applicable conditions hereofset forth in Article III, the Paying Agent will make such funds available to the Borrower at the Paying Agent's address referred to in Section 8.02. Upon written demand by any Swing Line Bank with an outstanding Swing Line Advance, with a copy of such demand to the Paying Agent, each other Revolving Credit Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Revolving Credit Lender, such other Lender's Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Paying Agent for the account of such Swing Line Bank, by deposit to the Paying Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Lender agrees to make advances Bank that made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (each New York City time) on such advance hereunder, Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by a “Swing Line Advance”) Bank to the Borrower from time to time; provided that if the Swing Line any other Revolving Credit Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be of a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal Advance, such Swing Line Bank represents and warrants to such other Lender that such Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or the Borrower. If and to the Pro Rata Share extent that any Revolving Credit Lender shall not have so made the amount of such Swing Line Advance available to the Paying Agent, such Revolving Credit Lender or Lenders agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Swing Line Bank until the requested date such amount is paid to the Paying Agent, at the Federal Funds Rate. If such Lender shall pay to the Paying Agent such amount for the account of such Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund made by such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date Bank shall constitute Swing Line Advances hereunderbe reduced by such amount on such Business Day.

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.and Security Agreement

Swing Line Advances. From and after Swing Line Lender may, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances in Dollars or in any Alternative Currency (each such advance hereunder, being a “Swing Line Advance”) to any Borrower, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and the Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Borrower to Swing Line Lender resulting from each Swing Line Advance of such Lender from time to time; provided that if , including the Swing Line Lender believes in good faith amounts of principal and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower interest payable thereon and the Servicer, elect not paid to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth hereintime. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer The entries made in such account or the Borrower instructing it not to make a Swing Line Advance because accounts of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of such Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of such Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to such Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the applicable Borrower on the last day of the Interest Period applicable thereto (if any) and in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. Each Borrower agrees that, upon the written request of Swing Line Lender (with a copy concurrently delivered to Agent) it will execute and deliver to Swing Line Lender Swing Line Notes executed by it provided, that the delivery of such Swing Line Notes shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. (i) From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicerdiscretion, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received at least one Business Day’s prior written notice from any Lender, the Servicer or the Borrower Lenders instructing it not to make a Swing Line Advance because of Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iii2.01(b)(iv). Any “The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances” outstanding under Loan in full in immediately available funds on the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderCommitment Termination Date.

Swing Line Advances. (i) From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the lesser of (1) the Swing Line Commitment, and (2) the excess (if any) of (A) the lesser of (I) the Aggregate Commitment and (II) the Borrowing Base over (B) the aggregate outstanding amount of Revolving Credit Advances and Letter of Credit Obligations. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received at least one Business Day’s prior written notice from any Lender, the Servicer or the Borrower Lenders instructing it not to make a Swing Line Advance because of Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iii2.01(b)(iv). Any “Notwithstanding any other provision of this Agreement, each Swing Line Advances” Advance shall constitute an Index Rate Advance. The Borrower shall repay the aggregate outstanding under the Existing Credit Agreement as principal amount of the Restatement Effective Date shall constitute Swing Line Advances hereunderLoan upon demand therefor by the Administrative Agent.

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the The Swing Line Lender agrees agrees, on the terms ------------------- and conditions hereinafter set forth, to make advances (each such advance hereunder, a “Swing Line Advance”"SWING LINE ---------- ADVANCE") to the Borrower from time to time; provided that if time on any Business Day during the ------- period from the Swing Line Lender believes Commitment Commencement Date until the Commitment Termination Date in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, an amount not to exceed the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Lender's Unused Swing Line Advance equal to the Pro Rata Share of Commitment on such Lender or Lenders of the requested amount of Business Day; provided, however, that the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line -------- ------- Lender shall not make any Swing Line Advance if, after giving effect theretoto such Swing Line Advance, a Funding Excess would exist. The the aggregate principal amount of the all outstanding Swing Line Loan shall not at any time Advances would exceed the Swing Line Commitment. Under no circumstances shall remainder of the Swing Line Lender make a Swing Line Advance if, after giving Borrowing Base Amount then in effect thereto, minus the sum of (A) the aggregate amount of the Letter of Credit Obligations ----- then outstanding, and (B) the aggregate principal amount of the Revolving Advances then outstanding. Each Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Borrowing shall consist of Swing Line Advances hereunder on the terms and conditions set forth herein. Unless made by the Swing Line Lender has (i) received prior written notice from any Lender, and shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof. Immediately upon the Servicer or the Borrower instructing it not to make a making of each Swing Line Advance because of by the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfiedSwing Line Lender, the Swing Line Lender shallshall be deemed to have sold and transferred to each Lender, notwithstanding and each Lender shall be deemed to have purchased and received from the failure Swing Line Lender, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swing Line Advance and the Obligations of any the Borrower under this Agreement in respect thereof in an amount equal to such condition precedent to be satisfied, be entitled to fund Lender's Pro Rata Share of such Swing Line Advance, and provided, -------- however, that (i) no Lender shall be required to have the Lenders make Revolving Credit Advances fund its participation in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “any ------- such Swing Line Advances” outstanding under Advance until demand therefor is made by the Existing Credit Agreement Administrative Agent pursuant to Section 2.02(f)(ii) hereof, and (ii) no Lender shall be entitled to share in any payments of principal or interest in respect of its participation in any such Swing Line Advance except to the extent set forth in Section 2.02(f)(ii) hereof with respect to any such participation which has been funded by such Lender as provided therein. Within the limits of the Restatement Effective Date shall constitute Swing Line Advances hereunderLender's Unused Swing Line Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.05 and reborrow under this Section 2.01(b).

Swing Line Advances. From and after The Swing Line Lender may, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to but shall not be required to, make one or more advances (each such advance hereunder, being a “Swing Line Advance”) in Dollars to Borrower, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to Swing Line Lender resulting from each Swing Line Advance of such Revolving Credit Lender from time to time; provided that if , including the Swing Line Lender believes in good faith amounts of principal and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower interest payable thereon and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect paid to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Revolving Credit Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth hereintime. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer The entries made in such account or the Borrower instructing it not to make a Swing Line Advance because accounts of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Borrower on the last day of the Interest Period applicable thereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Borrower agrees that, upon the written request of Swing Line Lender (with a copy to Borrower), Borrower will execute and deliver to Swing Line Lender Swing Line Notes; provided, that the delivery of such Swing Line Notes shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after the Restatement Effective Closing Date and until the Commitment Termination Facility Maturity Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is is, are or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in connection with Section 2.06(c2.6(c), the Swing Line Lender shall not (and shall not be required to) make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the outstanding Swing Line Loan Advances shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate outstanding amount of the Swing Line Loan Advances would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower Lenders instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 3.1 or 3.02 3.2 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 3.1 or 3.02 3.2 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii2.1(e)(ii) or purchase participating interests (the “Swing Line Participation”) in accordance with Section 2.01(b)(iii2.1(e)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.

Swing Line Advances. From and after The Swing Line Bank shall, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance hereunder, being a “Swing Line Advance”) to the Borrower Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided provided, however, that if the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Lender believes Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in good faith accordance with the terms of this Agreement. Advances, repayments and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, readvances under the Swing Line Lender maymay be made, in its sole discretion after consultation with the Borrower and the Servicer, elect not subject to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth hereinof this Agreement. Unless the Each Swing Line Lender has Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen (i14) received prior days after the date such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written notice from any Lenderrequest of Swing Line Bank, the Servicer or the Borrower instructing it not Company will execute and deliver to make Swing Line Bank a Swing Line Advance because Note; provided, that the delivery of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the such Swing Line Lender shall, notwithstanding the failure of any such Note shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after (a) The Swing Line Lender shall, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances in Dollars (each such advance hereunder, being a “Swing Line Advance”) to CALP or any Co-Borrower (provided that such Co-Borrower has become a party to this Agreement in compliance with Section 2.1(a) hereof), from time to time on any Business Day during the Borrower period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an Amount not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the Borrowers to Swing Line Lender resulting from each Swing Line Advance of such Revolving Credit Lender from time to time; provided that if , including the Swing Line Lender believes in good faith amounts of principal and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower interest payable thereon and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect paid to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Revolving Credit Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not shall promptly deliver to make Agent a Swing Line Advance because of the failure copy of any condition precedent set forth Request for Advance received hereunder. The entries made in Section 3.01 such account or 3.02 to be satisfied or (ii) actual knowledge accounts of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of such Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to the Borrowers by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Borrowers on the last day of the Interest Period applicable thereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. Each of the Borrowers agrees that, upon the written request of Swing Line Lender, such Borrower will execute and deliver to Swing Line Lender a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the The Domestic Swing Line Lender agrees to make advances (each such advance hereundermake, a “Swing Line Advance”) or to the Borrower from time to time; provided that if the cause an Appropriate Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lenderto make, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions hereinafter set forth herein. Unless the forth, Swing Line Lender has Advances in US Dollars or any Offshore Currency to the Domestic Borrower or any Offshore Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date (i) received prior written notice from in an aggregate amount (calculated on any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because date of the failure determination for purposes of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such each Offshore Swing Line Advance, and as the US Dollar Equivalent of such Offshore Swing Line Advance on such date) not to have exceed at any time outstanding US$20,000,000 (the Lenders make "SWING LINE SUB-FACILITY"), (ii) in an amount for each such Swing Line Borrowing (calculated on any date of determination for purposes of each Swing Line Borrowing in an Offshore Currency, as the US Dollar Equivalent of such Swing Line Borrowing Credit Agreement on such date) not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time and (iii) in an aggregate amount for all Swing Line Advances in accordance with Section 2.01(b)(iieach Applicable Currency, not to exceed the Applicable Swing Line Sub-Limit for such Applicable Currency. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing in US Dollars shall be in an amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and shall be made as a Base Rate Advance. Each Swing Line Borrowing in an Offshore Currency shall be in an amount of the US Dollar Equivalent of $250,000 or an integral multiple of $100,000 in excess thereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Sub-Facility and within the limits referred to in clauses (ii) or purchase participating interests and (iii) above, so long as the Domestic Swing Line Lender, in accordance with Section 2.01(b)(iii). Any “its sole discretion, elects to make Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute , or to cause another Appropriate Swing Line Advances hereunderLender to make Swing Line Advances, the Domestic Borrower or any Offshore Borrower may borrow under this Section 2.01(d), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d).

Swing Line Advances. From and after (i) As it is understood that the Restatement Effective Date and until purpose for the Commitment Termination Date and subject Swing Line Advance is to the terms and conditions hereoffund AGCO's operating account, the Swing Line Lender agrees Advances and repayments to make advances (each such advance hereunderthe Swing Line Bank may be made on a sweep basis, requiring no formal notification from AGCO. The Swing Line Bank may at its discretion, upon three business days written notice to AGCO, choose to require written notification of Swing Line Advances from AGCO, but is not required to do so. At any time the Swing Line Bank makes a “Swing Line Advance”) to the Borrower from time to time; provided that if , each Multi-Currency Lender (other than the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will Bank) shall be a Non-Funding Lenderdeemed, without further action by any Person, to have purchased from the Swing Line Lender may, Bank an unfunded participation in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a any such Swing Line Advance in an amount equal to the such Lender's Pro Rata Share of such Advance and shall be obligated to fund such participation as a Multi-Currency Advance at such time and in the manner provided below. Each such Multi-Currency Lender's obligation to participate in, purchase and fund such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Multi-Currency Lender or Lenders of the requested amount of any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or an Event of Default or the termination of the Multi-Currency Commitments; (3) any adverse change in the condition (financial or otherwise) of AGCO or any other Person; (4) any breach of this Agreement by any Borrower or any other Multi-Currency Lender; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such sale and assignment. Each Multi-Currency Lender agrees to fund its Multi-Currency Commitment Pro Rata Share of an outstanding Swing Line Advance unless on (x) the Business Day on which demand therefor is made by the Swing Line Bank, provided that such demand is made not later than 11:00 A.M. (New York City time) on such Business Day, or (y) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Multi-Currency Lender shall have received Adequate Security with respect to such portion of the requested a participation in a Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.Bank

Swing Line Advances. From and after the Restatement Effective Closing Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicerdiscretion, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received at least one Business Day’s prior written notice from any Lender, the Servicer or the Borrower Lenders instructing it not to make a Swing Line Advance because of Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iii2.01(b)(iv). Any “The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances” outstanding under Loan in full in immediately available funds on the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderFacility Maturity Date.

Swing Line Advances. From and after 1.2 1.3 (a) On the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms conditions and conditions hereofrelying upon the representations and warranties herein set forth, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender Bank may, in its sole discretion after consultation discretion, from time to time from and including the date hereof to but excluding the earlier of the Facility Termination Date and the termination of the Commitments, in accordance with the terms hereof, make Swing Line Loans to the Borrower and the Servicer, elect in an aggregate principal amount at any time outstanding not to make exceed the portion least of a Swing Line Advance equal to (i) the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless Commitment at such time, (ii) the amount which, when added to the aggregate principal amount of outstanding Swing Line Loans and the Swing Line Lender Bank's pro-rata share of outstanding Revolving Credit Loans, exceeds the amount of the Swing Line Bank's Commitment, and (iii) an amount equal to (x) the Aggregate Commitment at such time minus (y) the sum of the aggregate principal Dollar Amount of all Revolving Credit Loans and Swing Line Loans outstanding at such time. Each Swing Line Loan shall be made by the Swing Line Bank at the Alternate Base Rate (or such other rate as may be agreed to by the Borrower and the Swing Line Bank) and may not be converted pursuant to Section 2.9 into a Eurocurrency Advance. All Swing Line Loans shall be in a minimum amount of $1,000,000 and in any integral multiple of $500,000 if in excess thereof. In no event shall any Swing Line Loan be made hereunder if the Agent and the Swing Line Bank shall have received Adequate Security written notice from the Required Lenders prior to any such Swing Line Loan that a condition specified in Section 4.1 or 4.2 has not been satisfied and such condition shall not have been subsequently waived in compliance with respect Section 8.2. 1.4 1.5 (b) The Borrower shall give the Swing Line Bank (with a copy to the Agent) telephonic, written or telecopy notice (in the case of telephonic notice, such portion notice shall be promptly confirmed in writing or by telecopy) not later than 3:00 p.m., Chicago time, on a day of a proposed Swing Line Advance. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested Borrowing Date (which shall be a Business Day) and the amount of such Swing Line Advance. The Swing Line Bank shall by 4:00 p.m., Chicago time, on the requested Borrowing Date, make the requested Swing Line AdvanceLoan by crediting the principal amount thereof, in immediately available funds, to the account of the Borrower maintained with the Swing Line Bank unless such Advance shall not occur on such date because any condition precedent herein specified shall not have been met or the Swing Line Bank elects not to make the requested Swing Line Loan. Except Each Swing Line Loan shall be repaid with accrued interest on the thirteenth Business Day following the Borrowing Date thereof; provided that each Swing Line Loan may on a single occasion be extended as described in Section 2.10(c)(i)(y) below. 1.6 1.7 (c) Notwithstanding the occurrence of any Default or noncompliance with the conditions precedent set forth in Article IV, if (i) any Swing Line Loan shall remain outstanding at 10 a.m. (Chicago time) on the twelfth Business Day following the Borrowing Date thereof and if by such time on such twelfth Business Day the Agent shall have received neither (x) a Borrowing Notice delivered by the Borrower pursuant to Section 2.8 requesting that Revolving Credit Loans be made on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Loan, (y) a written request that such Swing Line Loan be extended for an additional period of thirteen (13) Business Days, which request has been consented to by the Swing Line Bank, nor (z) any other notice satisfactory to the Agent indicating the Borrower's intent to repay all such Swing Line Loans on or before such succeeding Business Day with funds obtained from other sources, or (ii) on any date the Swing Line Bank in its sole discretion shall so request with respect to the outstanding Swing Line Loans, the Agent shall be deemed to have received a Borrowing Notice from the Borrower pursuant to Section 2.8 requesting that an Advance of Revolving Credit Loans at the Floating Rate be made pursuant to Section 2.1 on such succeeding Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.11 shall be followed in making such Revolving Credit Loans; provided that the proceeds of such Revolving Credit Loans received by the Agent shall be immediately delivered to the Swing Line Bank and applied to the direct repayment of such Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so repaid shall no longer be outstanding as Swing Line Loans and shall be outstanding as Revolving Credit Loans of the Lenders bearing interest at a rate determined by reference to the Floating Rate, in accordance with the provisions of this Article II. The Borrower authorizes the Agent and the Swing Line Bank to charge the Borrower's account maintained with the Swing Line Bank (up to the amount available in such account) in order to immediately pay the amount of any Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Swing Line Loans. If any portion of any such amount paid (or deemed paid) to the Swing Line Bank should be recovered by or on behalf of the Borrower from the Swing Line Bank in the event of the bankruptcy or reorganization of the Borrower or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 11.2. 1.8 1.9 (d) If, for any reason (including, without limitation, the occurrence of a Default described in Section 7.6 or 7.7 of Article VII), Revolving Credit Loans at the Floating Rate may not be, or are not, made pursuant to paragraph (c) of this Section 2.10 to repay Swing Line Loans as required by such paragraph and the applicable Swing Line Loan or Swing Line Loans have not otherwise been repaid, effective on the date such Revolving Credit Loans would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default, purchase a participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans") in an amount equal to the amount of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to paragraph (c) of this Section 2.10. Each Lender will immediately transfer to the Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Agent to the Swing Line Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Bank in its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by the Swing Line Bank pursuant to paragraph (c) of this Section 2.10. In the event a Lender fails to make available to the Swing Line Bank the amount of such Lender's participation as provided in Section 2.06(cthis paragraph (d), the Swing Line Bank shall be entitled to recover such amount on demand from such Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of together with interest at the customary rate set by the Swing Line Loan shall not Bank for correction of errors among banks for one Business Day and thereafter at any time exceed the Alternate Base Rate then in effect. All payments in respect of Unrefunded Swing Line Commitment. Under no circumstances Loans and participations therein shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances made in accordance with Section 2.01(b)(ii2.14. 1.10 1.11 (e) or Each Lender's obligation to make Revolving Credit Loans pursuant to paragraph (c) of this Section 2.10 and to purchase participating interests in accordance with pursuant to paragraph (d) of this Section 2.01(b)(iii). Any “2.10 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Advances” outstanding under Bank, the Existing Credit Agreement Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default; (iii) any adverse change in the condition (financial or otherwise) of the Restatement Effective Date shall constitute Swing Line Advances hereunder.Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Borrower, any of its Subsidiaries or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 1.12 1.13

Swing Line Advances. From and after Upon the Restatement Effective Date and until satisfaction of the Commitment Termination Date and subject conditions set forth in Section 3, to the terms and conditions hereofextent applicable, Fleet will make available to the Borrower the amount of any Swing Line Advance that Fleet determines, in its sole discretion, to make. If any Swing Line Advance is not repaid when due, upon written demand by Fleet given to the Agent and each other Lender, each other Lender shall purchase from Fleet, and Fleet shall sell and assign to each such Lender, such other Lender's PRO RATA share (based on its Commitment) of such unpaid Swing Line Advance as of the date of such advance, by making available to the Agent, at its head office, in immediately available funds, an amount equal to the PRO RATA portion of outstanding principal amount of such Swing Line Advance to be purchased by such other Lender. The Borrower hereby agrees to each such sale and assignment. Each such Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to purchase of its share of the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a unpaid Swing Line Advance equal to on (i) the Pro Rata Share Business Day on which such demand is made by Fleet, PROVIDED that notice of such demand is given not later than 12:00 noon (Boston time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment, Fleet represents and warrants to each such other Lender or Lenders that Fleet is the legal and beneficial owner of the requested amount of the interest in such Swing Line Advance unless the Swing Line Lender shall have received Adequate Security being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such portion of the requested Swing Line Advance. Except If any such other Lender makes available to the extent provided Agent such amount on a date after the date such interest is to be assigned to it, such Lender shall pay to Fleet on demand an amount equal to the product of (i) the average, computed for the period referred to in Section 2.06(c)clause (iii) below, of the weighted average interest rate paid by Fleet for federal funds acquired by Fleet during each day included in such period, TIMES (ii) the amount to have been paid by such Lender on such purchase date, TIMES (iii) a fraction, the Swing Line Lender shall not make any numerator of which is the number of days that elapse from and including the date scheduled for such purchase to the date on which the amount of such Lender's Commitment Percentage of such unpaid Swing Line Advance ifshall become immediately available to the Agent, after giving effect thereto, a Funding Excess would existand the denominator of which is 365. The aggregate amount A statement of the Swing Line Loan Agent submitted to such Lender with respect to any amounts owing under this paragraph shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount be PRIMA FACIE evidence of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time amount due and owing to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Fleet by such Lender, absent manifest error. When such Lender shall pay such amount to the Servicer or Agent for the Borrower instructing it not to make account of Fleet, such amount so paid in respect of principal shall constitute a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as Loan which is a Base Rate Loan made by such Lender on such date for purposes of the Restatement Effective Date shall constitute Swing Line Advances hereunderthis Agreement.

Swing Line Advances. From and after The Swing Line Lender agrees, on the Restatement Effective Date and until the Commitment Termination Date and subject to the ------------------- terms and conditions hereofhereinafter set forth, the Swing Line Lender agrees to make advances (each such advance hereunder, a “"Swing Line ---------- Advance”") to the Borrower from time to time; provided that if time on any Business Day during the ------- period from the Swing Line Lender believes Commitment Commencement Date until the Commitment Termination Date in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, an amount not to exceed the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Lender's Unused Swing Line Advance equal to the Pro Rata Share of Commitment on such Lender or Lenders of the requested amount of Business Day; provided, however, that the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line -------- ------- Lender shall not make any Swing Line Advance if, after giving effect theretoto such Swing Line Advance, a Funding Excess Borrowing Base Deficiency would existresult. The aggregate amount of the Each Swing Line Loan Borrowing shall not at any time exceed the consist of Swing Line Commitment. Under no circumstances shall Advances made by the Swing Line Lender make a and shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof. Immediately upon the making of each Swing Line Advance if, after giving effect thereto, the aggregate amount of by the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shallshall be deemed to have sold and transferred to each Lender, notwithstanding and each Lender shall be deemed to have purchased and received from the failure Swing Line Lender, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swing Line Advance and the Obligations of any the Borrower under this Agreement in respect thereof in an amount equal to such condition precedent to be satisfied, be entitled to fund Lender's Pro Rata Share of such Swing Line Advance, and provided, however, that (i) no Lender shall be required to have the Lenders make Revolving Credit Advances fund -------- ------- its participation in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “any such Swing Line Advances” outstanding under Advance until demand therefor is made by the Existing Credit Agreement Administrative Agent pursuant to Section 2.02(f)(ii) hereof, and (ii) no Lender shall be entitled to share in any payments of principal or interest in respect of its participation in any such Swing Line Advance except to the extent set forth in Section 2.02(f)(ii) hereof with respect to any such participation which has been funded by such Lender as provided therein. Within the limits of the Restatement Effective Date shall constitute Swing Line Advances hereunderLender's Unused Swing Line Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.05 and reborrow under this Section 2.01(b).

Swing Line Advances. From (a) The Swing Line Lender shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more Advances (each such advance being a "Swing Line Advance") to any Borrower (provided that any Borrower requesting Swing Line Advances hereunder has become a party to this Agreement, either by execution and delivery of this Agreement or by complying with the terms and conditions set forth in Section 2.1(a) hereof), from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date an amount not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the Borrowers to Swing Line Lender resulting from each Swing Line Advance of such Lender from time to time, including the amounts of principal and until interest payable thereon and paid to such Lender from time to time. The entries made in such account or accounts of Swing Line Lender shall, to the Commitment Termination Date extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to such Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereofof this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the applicable Borrower on the last day of the Interest Period applicable thereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Borrowers agree that, upon the written request of Swing Line Lender agrees (with a copy to make advances (Holdings), each such advance hereunder, a “Swing Line Advance”) of the Borrowers will execute and deliver to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment Swing Line Notes; provided, that one or more Lenders is or will the delivery of such Swing Line Notes shall not be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after The Swing Line Bank shall, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance hereunder, being a “Swing Line Advance”) to the Borrower Borrowers, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be prima facie evidence, absent manifest error, of the existence and amounts of the obligations of the Borrowers therein recorded; provided provided, however, that if the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay the Swing Line Lender believes Advances (and all other amounts owing with respect thereto) made to Borrowers by Swing Line Bank in good faith accordance with the terms of this Agreement. Advances, repayments and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, readvances under the Swing Line Lender maymay be made, in its sole discretion after consultation with the Borrower and the Servicer, elect not subject to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth hereinof this Agreement. Unless the Each Swing Line Lender has Advance shall mature and the principal amount thereof shall be due and payable by the Borrowers in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable thereto (iif any) received prior and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Borrowers agree that, upon the written notice from any Lenderrequest of Swing Line Bank, the Servicer or the Borrower instructing it not Borrowers will execute and deliver to make Swing Line Bank a Swing Line Advance because Note; provided, that the delivery of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the such Swing Line Lender shall, notwithstanding the failure of any such Note shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject The Borrower shall repay to the terms and conditions hereof, Administrative Agent for the account of the Swing Line Bank and each other Revolving Credit Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of has made a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested outstanding principal amount of the each Swing Line Advance unless made by each of them on the earlier of the maturity date specified in the applicable Notice of Swing Line Lender Borrowing (which maturity shall have received Adequate Security with be no later than the tenth Business Day after the requested date of such Borrowing) and the Termination Date in respect to such portion of the requested Swing Line Advance. Except to Revolving Credit Facility; provided that, if on the extent provided occurrence of the Termination Date in Section 2.06(c)respect of the Revolving Credit Facility (ignoring, for purposes of this proviso and the Swing Line Lender shall not make any Swing Line Advance iffollowing sentence, clause (v) of the definition of “Termination Date”, and after giving effect theretoto any repayments of Revolving Credit Advances and any reallocation of Letter of Credit participations as contemplated in Section 2.04(d)), a Funding Excess would exist. The aggregate amount of there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow respective outstanding Swing Line Advances hereunder on could be incurred pursuant to the terms and conditions set forth herein. Unless Extended Revolving Credit Commitments, which will remain in effect after the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because occurrence of the failure of any condition precedent set forth Termination Date in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge respect of the failure Revolving Credit Facility, then there shall be an automatic adjustment on such date of any condition precedent set forth the participations in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line AdvanceAdvances and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Credit Commitments, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute such Swing Line Advances hereundershall not be so required to be repaid in full on the Termination Date in respect of the Revolving Credit Facility.

Swing Line Advances. From and after The Swing Line Bank may, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance hereunder, being a “Swing Line Advance”) to Borrowers, from time to time on any Business Day during the Borrower period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of Borrowers to Swing Line Bank resulting from each Swing Line Advance of Swing Line Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, so long as they reflect a reasonable basis for the calculation of the amounts set forth therein, absent manifest error, of the existence and amounts of the obligations of Borrowers therein recorded; provided provided, however, that if the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of Borrowers to repay the Swing Line Lender believes Advances (and all other amounts owing with respect thereto) made to Borrowers by Swing Line Bank in good faith accordance with the terms of this Agreement. Advances, repayments and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, readvances under the Swing Line Lender maymay be made, in its sole discretion after consultation with the Borrower and the Servicer, elect not subject to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth hereinof this Agreement. Unless the Each Swing Line Lender has (i) received prior Advance shall mature and the principal amount thereof shall be due and payable by Borrowers on the Revolving Credit Maturity Date. The obligations of the Borrowers with respect to Swing Line Advances shall be joint and several and may be enforced against each of them severally and/or both of them jointly. Borrowers agree that, upon the written notice from any Lenderrequest of Swing Line Bank, the Servicer or the Borrower instructing it not Borrowers will execute and deliver to make Swing Line Bank a Swing Line Advance because Note; provided, that the delivery of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the such Swing Line Lender shall, notwithstanding the failure of any such Note shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after Agent shall notify the Restatement Effective Date and until the Commitment Termination Date and subject Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with discretion, make available from time to time until the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect theretoCommitment Termination Date advances (each, a Funding Excess would exist"SWING LINE ADVANCE") in accordance with any such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Aggregate Borrowing Base, in each case less the outstanding balance of the Revolving Loan at such time ("SWING LINE AVAILABILITY"). Moreover, except for Overadvances, the Swing Line Loan outstanding to any Borrower shall not exceed at any time exceed such Borrower's separate Borrowing Base less the Swing Line CommitmentRevolving Loan outstanding to such Borrower. Under no circumstances shall Until the Swing Line Lender make a Swing Line Advance ifCommitment Termination Date, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower Borrowers may from time to time borrow, repay and reborrow under this SECTION 1.1(b). Each Swing Line Advances hereunder Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the applicable Borrower in accordance with SECTION 1.1(a). Any such notice must be given no later than 10:00 a.m. (California time) on the terms and conditions set forth hereinBusiness Day of the proposed Swing Line Advance. Unless the Swing Line Lender has (i) received at least one Business Day's prior written notice from any Lender, the Servicer Agent or the Borrower Requisite Revolving Lenders instructing it not to make a any Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfiedAdvance, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, set forth in SECTION 2.2 (other than the condition precedent set forth in SECTION 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, and to have the Lenders each Revolving Lender make Revolving Credit Advances in accordance with Section 2.01(b)(iiSECTION 1.1(b)(iii) or and to purchase participating interests in accordance with Section 2.01(b)(iiiSECTION 1.1(b)(iv). Any “Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Advances” Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in SECTION 2.2 (other than the condition precedent set forth in SECTION 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with SECTION 1.1(b)(iii) and to purchase participating interests in accordance with SECTION 1.1(b)(iv). Borrowers shall repay the aggregate outstanding under the Existing Credit Agreement as principal amount of the Restatement Effective Date shall constitute Swing Line Advances hereunderLoan upon demand therefor by Agent.

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Each Swing Line Lender agrees to make advances (each such advance hereunderBank agrees, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions hereinafter set forth herein. Unless forth, to make Swing Line Advances denominated in US Dollars, Sterling or Euro to any Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date applicable to such Swing Line Bank (i) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in Euro or Sterling by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for each Swing Line Bank not to exceed at any time outstanding such Swing Line Bank’s Swing Line Commitment, (ii) in an aggregate amount (based in respect of any Swing Line Advances to be denominated in Euro or Sterling by reference to the Equivalent thereof in US Dollars determined on the date of delivery of the applicable Notice of Swing Line Borrowing) for all Swing Line Banks not to exceed at any time outstanding the Swing Line Lender has Sub-Facility and (iiii) received prior written notice from in an amount (based in respect of any Lender, Swing Line Advances to be denominated in Euro or Sterling by reference to the Servicer or Equivalent thereof in US Dollars determined on the Borrower instructing it date of delivery of the applicable Notice of Swing Line Borrowing) for each Borrowing of Swing Line Advances not to make a exceed the Unused Tranche A Commitments of the Tranche A Lenders on such Business Day. No Swing Line Advance because shall be used for the purpose of funding the failure payment of principal of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, other Swing Line Advance. Each Borrowing under the Swing Line Lender shall, notwithstanding Sub-Facility shall be in an amount not less than the failure Borrowing Minimum or the Borrowing Multiple in excess thereof and shall consist of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderof the same Type and in the same currency made on the same day by the Swing Line Banks ratably according to their respective Swing Line Commitments. Within the limits of the Swing Line Sub-Facility and within the limits referred to in this Section 2.01(c), the Borrowers may borrow under this Section 2.01(c), prepay pursuant to Section 2.06(e) and reborrow under this Section 2.01(c).

Swing Line Advances. From (a) The Swing Line Bank shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a "Swing Line Advance") to any of the Revolving Borrowers (provided that any Permitted Borrower requesting Swing Line Advances hereunder has become a party to this Agreement, either by execution and delivery of this Agreement, or by complying with the terms and conditions set forth in Section 2.1(a) hereof), from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and until the Commitment Termination Date Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the Revolving Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Revolving Borrower therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each of each Revolving Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to such Revolving Borrower by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a this Agreement. Each Swing Line Advance equal shall mature and the principal amount thereof shall be due and payable by the applicable Revolving Borrower on the last day of the Interest Period applicable thereto (if any). The Revolving Borrowers agree that, upon the written request of Swing Line Bank (with a copy to Autocam), each of the Pro Rata Share Revolving Borrowers will execute and deliver to Swing Line Bank Swing Line Notes; provided, that the delivery of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender Notes shall not make any Swing Line Advance if, after giving effect thereto, be a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From The Swing Line Bank shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a "Swing Line Advance") to the Borrowers, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and until interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the Commitment Termination Date extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrowers therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereofof this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Borrowers in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable thereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Borrowers agree that, upon the written request of Swing Line Bank, the Borrowers will execute and deliver to Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of Bank a Swing Line Advance equal to Note; provided, that the Pro Rata Share delivery of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender Note shall not make any Swing Line Advance if, after giving effect thereto, be a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after The Swing Line Bank shall, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance hereunder, being a “Swing Line Advance”) to the Borrower Company, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided provided, however, that if the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Lender believes Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in good faith accordance with the terms of this Agreement. Advances, repayments and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, readvances under the Swing Line Lender maymay be made, in its sole discretion after consultation with the Borrower and the Servicer, elect not subject to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth hereinof this Agreement. Unless the Each Swing Line Lender has Advance shall mature and the principal amount thereof shall be due and payable by the Company in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable thereto (iif any) received prior and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The provisions of this Section 2.5 shall not be operative while there is only one (1) Bank. The Company agrees that, upon the written notice from any Lenderrequest of Swing Line Bank, the Servicer or the Borrower instructing it not Company will execute and deliver to make Swing Line Bank a Swing Line Advance because Note; provided, that the delivery of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the such Swing Line Lender shall, notwithstanding the failure of any such Note shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From (a) The Swing Line Bank shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a "Swing Line Advance") to any of the Revolving Borrowers (provided that any Permitted Borrower requesting Swing Line Advances hereunder has become a party to this Agreement, either by execution and delivery of this Agreement, or by complying with the terms and conditions set forth in Section 2.1(a) hereof), from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and until the Commitment Termination Date Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the Revolving Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Revolving Borrower therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each of each Revolving Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to such Revolving Borrower by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a this Agreement. Each Swing Line Advance equal to shall mature and the Pro Rata Share of such Lender or Lenders principal amount thereof shall be due and payable by the applicable Revolving Borrower on the last day of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(cInterest Period applicable thereto (if any), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.

Swing Line Advances. From and after Agent shall notify the Restatement Effective Date and until the Commitment Termination Date and subject Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with discretion, make available from time to time until the Borrower and the ServicerCommitment Termination Date advances (each, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested "Swing Line Advance. Except to the extent provided ") in Section 2.06(c), the Swing Line Lender shall not make accordance with any Swing Line Advance if, after giving effect thereto, a Funding Excess would existsuch notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan shall not at any such time exceed the ("Swing Line CommitmentAvailability"). Under no circumstances shall Until the Swing Line Lender make a Swing Line Advance ifCommitment Termination Date, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Advances hereunder Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the terms and conditions set forth hereinBusiness Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has (i) received at least one Business Day's prior written notice from any Lender, the Servicer Co-Agent or the Borrower Requisite Lenders instructing it not to make a any Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfiedAdvance, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, and to have the Lenders each Lender make Revolving Credit Advances in accordance with Section 2.01(b)(ii1.1(b)(iii) or and to purchase participating interests in accordance with Section 2.01(b)(iii1.1(b)(iv). Any “Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderLoan upon demand therefor by Agent.

Swing Line Advances. From and after In the Restatement Effective Date and until event the Commitment Termination Date and Borrower desires to obtain a Swing ------------------- Line Loan subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on upon the terms and conditions set forth herein. Unless , at any time and from time to time on and after the date of this Agreement and prior to the Revolving Credit Termination Date, the Borrower may either (i) give to the Swing Line Lender has (i) received prior an irrevocable written notice from any Lender, in the Servicer or the Borrower instructing it not to make form of a Swing Line Advance because of Borrowing Notice or telephonic notice followed immediately by a Swing Line Borrowing Notice; provided, however, that the failure of by the Borrower to confirm -------- ------- any condition precedent set forth in Section 3.01 or 3.02 to be satisfied telephonic notice with a Swing Line Borrowing Notice shall not invalidate any notice so given; or (ii) actual knowledge of borrow the failure of any condition precedent set forth Swing Line Loans in Section 3.01 or 3.02 to be satisfied, accordance with an automatic cash management arrangement between the Borrower and the Swing Line Lender shall, notwithstanding which shall be in form and substance reasonably satisfactory to the failure of Swing Line Lender and the Administrative Agent (any such condition precedent agreement, the "ABS --- Agreement"); provided that the acceptance of an automatic borrowing by the --------- -------- Borrower shall be deemed to be satisfied, be entitled a representation that all of the conditions in Section 6.02 have been satisfied both before and after giving effect to fund such Swing Line Advance, and Loan; provided further that in no case shall any Swing Line Loan be -------- ------- made under the Swing Line Commitment if such funding would increase the aggregate Swing Line Loans to have an amount in excess of the Lenders make Available Swing Line Commitment or if aggregate amounts of all Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Loans and Swing Line Advances” Loans outstanding under would exceed the Existing Available Revolving Credit Agreement as Commitment. Notwithstanding the foregoing, at any time when the Available Revolving Credit Commitment is $10,000,000 or less, no Swing Line Loan shall be made hereunder without prior written notice to and the prior written consent of the Restatement Effective Date shall constitute Swing Line Advances hereunderAdministrative Agent, such consent not to be unreasonably withheld.

Swing Line Advances. (i) From and after the Restatement Effective Closing Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicerdiscretion, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received at least one Business Day’s prior written notice from any Lender, the Servicer or the Borrower Lenders instructing it not to make a Swing Line Advance because of Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iii2.01(b)(iv). Any “The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances” outstanding under Loan in full in immediately available funds on the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderFacility Maturity Date.

Swing Line Advances. From The Swing Line Bank shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a "Swing Line Advance") to the Company, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and until interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the Commitment Termination Date extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereofof this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable thereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of Bank a Swing Line Advance equal to Note; provided, that the Pro Rata Share delivery of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender Note shall not make any Swing Line Advance if, after giving effect thereto, be a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after Upon the Restatement Effective Date and until satisfaction of the Commitment Termination Date and subject conditions set forth in Section 3, to the terms and conditions hereofextent applicable, BKB will make available to the Borrower the amount of any Swing Line Advance that BKB determines, in its sole discretion, to make. If any Swing Line Advance is not repaid when due, upon written demand by BKB given to the Agent and each other Lender, each other Lender shall purchase from BKB, and BKB shall sell and assign to each such Lender, such other Lender's PRO RATA share (based on its Commitment) of such unpaid Swing Line Advance as of the date of such advance, by making available to the Agent, at its head office, in immediately available funds, an amount equal to the PRO RATA portion of outstanding principal amount of such Swing Line Advance to be purchased by such other Lender. The Borrowers hereby agree to each such sale and assignment. Each such Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to purchase of its share of the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a unpaid Swing Line Advance equal to on (i) the Pro Rata Share Business Day on which such demand is made by BKB, PROVIDED that notice of such demand is given not later than 12:00 noon (Boston time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment, BKB represents and warrants to each such other Lender or Lenders that BKB is the legal and beneficial owner of the requested amount of the interest in such Swing Line Advance unless the Swing Line Lender shall have received Adequate Security being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such portion of the requested Swing Line Advance. Except If any such other Lender makes available to the extent provided Agent such amount on a date after the date such interest is to be assigned to it, such Lender shall pay to BKB on demand an amount equal to the product of (i) the average, computed for the period referred to in Section 2.06(c)clause (iii) below, of the weighted average interest rate paid by BKB for federal funds acquired by BKB during each day included in such period, TIMES (ii) the amount to have been paid by such Lender on such purchase date, TIMES (iii) a fraction, the Swing Line Lender shall not make any numerator of which is the number of days that elapse from and including the date scheduled for such purchase to the date on which the amount of such Lender's Commitment Percentage of such unpaid Swing Line Advance ifshall become immediately available to the Agent, after giving effect thereto, a Funding Excess would existand the denominator of which is 365. The aggregate amount A statement of the Swing Line Loan Agent submitted to such Lender with respect to any amounts owing under this paragraph shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount be PRIMA FACIE evidence of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time amount due and owing to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any BKB by such Lender, absent manifest error. When such Lender shall pay such amount to the Servicer or Agent for the Borrower instructing it not to make account of BKB, such amount so paid in respect of principal shall constitute a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as Loan which is a Base Rate Loan made by such Lender on such date for purposes of the Restatement Effective Date shall constitute Swing Line Advances hereunderthis Agreement.

Swing Line Advances. From and after Agent shall notify the Restatement Effective Date and until the Commitment Termination Date and subject Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with discretion, make available from time to time until the Borrower and the ServicerCommitment Termination Date advances (each, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested "Swing Line Advance. Except to the extent provided ") in Section 2.06(c), the Swing Line Lender shall not make accordance with any Swing Line Advance if, after giving effect thereto, a Funding Excess would existsuch notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan shall not and Term Loan at any such time exceed the ("Swing Line CommitmentAvailability"). Under no circumstances shall Until the Swing Line Lender make a Swing Line Advance ifCommitment Termination Date, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time AMENDED AND RESTATED CREDIT AGREEMENT borrow, repay and reborrow under this Section 1.1(c). Each Swing Line Advances hereunder Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the terms and conditions set forth hereinBusiness Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has (i) received at least one Business Day's prior written notice from any Lender, the Servicer or the Borrower Requisite Revolving Lenders instructing it not to make a any Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfiedAdvance, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, and to have the Lenders each Revolving Lender make Revolving Credit Advances in accordance with Section 2.01(b)(ii1.1(c)(iii) or and to purchase participating interests in accordance with Section 2.01(b)(iii1.1(c)(iv). Any “Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderLoan upon demand therefor by Agent.

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to The Swing Line Lender agrees, on the terms and conditions hereofhereinafter set forth, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if time on any Business Day during the period from the Swing Line Commitment Commencement Date until the Commitment Termination Date in an amount not to exceed the Swing Line Lender’s Unused Swing Line Commitment on such Business Day. Each Swing Line Borrowing shall consist of Swing Line Advances made by the Swing Line Lender believes and shall be in good faith and within its commercially reasonable credit judgment that one an amount equal to $1,000,000 or more Lenders is or will be a Non-Funding an integral multiple of $100,000 in excess thereof. Immediately upon the making of each Swing Line Advance by the Swing Line Lender, the Swing Line Lender mayshall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Swing Line Lender, in its sole discretion after consultation with the Borrower each case irrevocably and the Servicerwithout any further action by any party, elect not to make the portion of a an undivided interest and participation in such Swing Line Advance and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to the such Lender’s Pro Rata Share of such Swing Line Advance, provided, however, that (i) no Lender shall be required to fund its participation in any such Swing Line Advance until demand therefor is made by the Administrative Agent pursuant to Section 2.02(f)(ii) hereof, and (ii) no Lender shall be entitled to share in any payments of principal or Lenders interest in respect of its participation in any such Swing Line Advance except to the requested amount extent set forth in Section 2.02(f)(ii) hereof with respect to any such participation which has been funded by such Lender as provided therein. Within the limits of the Swing Line Advance unless the Lender’s Unused Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided Commitment in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrowtime, repay the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.05 and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in under this Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii2.01(b). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.

Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to The Swing Line Lender agrees, on the terms and conditions hereofhereinafter set forth, the Swing Line Lender agrees to make advances (each such advance hereunder, a “"Swing Line Advance”") to the Borrower from time to time; provided that if time on any Business Day during the period from the Closing Date until the Termination Date in an amount not to exceed the Swing Line Lender believes Lender's Unused Swing Line Commitment on such Business Day. Each Swing Line Borrowing shall consist of Base Rate Advances and shall be in good faith and within its commercially reasonable credit judgment that one an amount equal to $1,000,000 or more Lenders is or will be a Non-Funding an integral multiple of $500,000 in excess thereof. Immediately upon the making of each Swing Line Advance by the Swing Line Lender, the Swing Line Lender mayshall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Swing Line Lender, in its sole discretion after consultation with the Borrower each case irrevocably and the Servicerwithout any further action by any party, elect not to make the portion of a an undivided interest and participation in such Swing Line Advance and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to the such Lender's Pro Rata Share of such Swing Line Advance; provided, however, that (i) no Lender shall be required to fund its participation in any such Swing Line Advance until demand therefor is made by the Agent pursuant to Section 2.02(f)(ii) hereof, and (ii) no Lender shall be entitled to share in any payments of principal or Lenders interest in respect of its participation in any such Swing Line Advance except to the requested amount extent set forth in Section 2.02(f)(ii) hereof with respect to any such participation which has been funded by such Lender as provided therein. Within the limits of the Swing Line Advance unless the Lender's Unused Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided Commitment in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrowtime, repay the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.05 and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in under this Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii2.01(b). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.

Swing Line Advances. From and after The Swing Line Lender may, on the Restatement Effective Date and until the Commitment Termination Date terms and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to but shall not be required to, make one or more advances (each such advance hereunder, being a “Swing Line Advance”) in Dollars to Borrower, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed at any time outstanding the Swing Line Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to Swing Line Lender resulting from each Swing Line Advance of such Revolving Credit Lender from time to time; provided that if , including the Swing Line Lender believes in good faith amounts of principal and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower interest payable thereon and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect paid to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Revolving Credit Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth hereintime. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer The entries made in such account or the Borrower instructing it not to make a Swing Line Advance because accounts of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Borrower on the last day of the Interest Period applicable thereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Borrower agrees that, upon the written request of Swing Line Lender (with a copy to Borrower), Borrower will execute and deliver to Swing Line Lender Swing Line Notes; provided, that the delivery of such Swing Line Notes shall not be a condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From (a) The Swing Line Banks shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a "Swing Line Advance") to any Borrower, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in a Dollar Equivalent Amount not to exceed at any time outstanding the Swing Line Maximum Amount. Each Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the Borrowers to such Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and until interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of each such Swing Line Bank shall, to the Commitment Termination Date extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of a Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to such Borrower by such Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereof, the of this Agreement. Each Swing Line Lender agrees to make advances Advance shall mature and the principal amount thereof shall be due and payable by the applicable Borrower on the last day of the Interest Period applicable thereto (each such advance hereunder, a “Swing Line Advance”if any) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender mayand, in its sole discretion after consultation with the Borrower and case of any Prime-based Advance, on the ServicerRevolving Credit Maturity Date. The Borrowers agree that, elect not to make upon the portion written request of a Swing Line Advance equal Bank (with a copy to the Pro Rata Share Company), each of the Borrowers will execute and deliver to such Swing Line Bank Swing Line Notes; provided, that the delivery of such Lender or Lenders Swing Line Notes shall not be a condition precedent to the Effective Date. The Borrowers further agree that as of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c)Effective Date, the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on may only be requested (a) in Dollars by the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied Company or (iib) actual knowledge of in Canadian Dollars by the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderCanadian Permitted Borrower.

Swing Line Advances. From and after Agent shall notify the Restatement Effective Date and until the Commitment Termination Date and subject Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with discretion, make available from time to time until the Borrower and the ServicerCommitment Termination Date advances (each, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested "Swing Line Advance. Except to the extent provided ") in Section 2.06(c), the Swing Line Lender shall not make accordance with any Swing Line Advance if, after giving effect thereto, a Funding Excess would existsuch notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount and (2) (except for Overadvances) the Borrowing Base, in each case less the outstanding balance of the Revolving Loan shall not and Term Loan at any such time exceed the ("Swing Line CommitmentAvailability"). Under no circumstances shall Until the Swing Line Lender make a Swing Line Advance ifCommitment Termination Date, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow under this Section 1.1(c). Each Swing Line Advances hereunder Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the terms and conditions set forth hereinBusiness Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has (i) received at least one Business Day's prior written notice from any Lender, the Servicer or the Borrower Requisite Revolving Lenders instructing it not to make a any Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfiedAdvance, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, and to have the Lenders each Revolving Lender make Revolving Credit Advances in accordance with Section 2.01(b)(ii1.1(c)(iii) or and to purchase participating interests in accordance with Section 2.01(b)(iii1.1(c)(iv). Any “Borrower shall repay the aggregate outstanding principal amount of the Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderLoan upon demand therefor by Agent.

Swing Line Advances. From The Swing Line Bank shall, on the terms and after subject to the Restatement Effective conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a "Swing Line Advance") to the Company, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. The Company agrees that in the event any Bank (herein referred to as the "Reimbursing Bank") is called upon to pay to National City Commercial Finance, Inc. any payment pursuant to the NCCF Indemnity Letter (each an "Indemnity Payment"), the Swing Line Bank shall without further consent or action by Company make a Swing Line Advance in the amount of such Indemnity Payment and until pay over the Commitment Termination Date proceeds of such Swing Line Advance to such Reimbursing Bank in reimbursement for such Indemnity Payment. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions hereofof this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen (14) days after the date such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of Bank a Swing Line Advance equal to Note; provided, that the Pro Rata Share delivery of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender Note shall not make any Swing Line Advance if, after giving effect thereto, be a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunderDate.

Swing Line Advances. From and after Upon the Restatement Effective Date and until satisfaction of the Commitment Termination Date and subject conditions set forth in Section 3, to the terms and conditions hereofextent applicable, BKB will make available to the Borrower the amount of any Swing Line Advance that BKB determines, in its sole discretion, to make. If any Swing Line Advance is not repaid when due, upon written demand by BKB given to the Agent and each other Lender, each other Lender shall purchase from BKB, and BKB shall sell and assign to each such Lender, such other Lender's pro rata share (based on its Commitment) of such unpaid Swing Line Advance as of the date of such advance, by making available to the Agent, at its head office, in immediately available funds, an amount equal to the pro rata portion of outstanding principal amount of such Swing Line Advance to be purchased by such other Lender. The Borrower hereby agrees to each such sale and assignment. Each such Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to purchase of its share of the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a unpaid Swing Line Advance equal to on (i) the Pro Rata Share Business Day on which such demand is made by BKB, provided that notice of such demand is given not later than 12:00 noon (Boston time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment, BKB represents and warrants to each such other Lender or Lenders that BKB is the legal and beneficial owner of the requested amount of the interest in such Swing Line Advance unless the Swing Line Lender shall have received Adequate Security being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such portion of the requested Swing Line Advance. Except If any such other Lender makes available to the extent provided Agent such amount on a date after the date such interest is to be assigned to it, such Lender shall pay to BKB on demand an amount equal to the product of (i) the average, computed for the period referred to in Section 2.06(c)clause (iii) below, of the weighted average interest rate paid by BKB for federal funds acquired by BKB during each day included in such period, times (ii) the amount to have been paid by such Lender on such purchase date, times (iii) a fraction, the Swing Line Lender shall not make any numerator of which is the number of days that elapse from and including the date scheduled for such purchase to the date on which the amount of such Lender's Commitment Percentage of such unpaid Swing Line Advance ifshall become immediately available to the Agent, after giving effect thereto, a Funding Excess would existand the denominator of which is 365. The aggregate amount A statement of the Swing Line Loan Agent submitted to such Lender with respect to any amounts owing under this paragraph shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount be prima facie evidence of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time amount due and owing to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any BKB by such Lender, absent manifest error. When such Lender shall pay such amount to the Servicer or Agent for the Borrower instructing it not to make account of BKB, such amount so paid in respect of principal shall constitute a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as Loan which is a Base Rate Loan made by such Lender on such date for purposes of the Restatement Effective Date shall constitute Swing Line Advances hereunderthis Agreement.