Common use of Swing Line Advances Clause in Contracts

Swing Line Advances. 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 requested date of such Borrowing). If, in accordance with Section 2.01(b), it makes the requested Swing Line Advance, such Swing Line Bank will make the amount thereof available to the 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 set 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 Bank that made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (New York City 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 by a Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line 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 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 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 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 made by such Swing Line Bank shall be reduced by such amount on such Business Day.

Swing Line Advances. Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on Upon the date satisfaction 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 requested date of such Borrowing). If, in accordance with Section 2.01(b), it makes the requested Swing Line Advance, such Swing Line Bank will make the amount thereof available to the 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 set forth in Article IIISection 3, to the Paying Agent extent applicable, BKB will make such funds available to the Borrower at the Paying Agent's address referred amount of any Swing Line Advance that BKB determines, in its sole discretion, to in Section 8.02make. Upon If any Swing Line Advance is not repaid when due, upon written demand by any Swing Line Bank with an outstanding Swing Line Advance, with a copy of such demand BKB given to the Paying AgentAgent and each other Lender, each other Revolving Credit Lender shall purchase from such Swing Line BankBKB, and such Swing Line Bank BKB shall sell and assign to each such other Revolving Credit Lender, such other Lender's Pro Rata Share pro rata share (based on its Commitment) of such outstanding unpaid Swing Line Advance as of the date of such demandadvance, by making available for the account of its Applicable Lending Office to the Paying Agent for the account of such Swing Line BankAgent, by deposit to the Paying Agent's Accountat its head office, in same day immediately available funds, an amount equal to the pro rata portion of the 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 Revolving Credit such Lender agrees to make such purchase of its Pro Rata Share share of an outstanding the unpaid Swing Line Advance on (i) the Business Day on which such demand therefor is made by the Swing Line Bank that made such AdvanceBKB, provided that notice of such demand is given not later than 11:00 A.M. 12:00 noon (New York City Boston time) on such Business Day 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 Bank to any other Revolving Credit Lender of a portion of a Swing Line Advanceassignment, such Swing Line Bank BKB represents and warrants to each such other Lender that such Swing Line Bank BKB is the legal and beneficial owner of the interest in such interest Swing Line Advance 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 extent that any Revolving Credit such other Lender shall not have so made the amount of such Swing Line Advance makes available to the Paying Agent, such Revolving Credit Lender agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the on a date of demand by such Swing Line Bank until after the date such amount interest is paid to the Paying Agentbe assigned to it, at the Federal Funds Rate. If such Lender shall pay to BKB on demand an amount equal to the Paying product of (i) the average, computed for the period referred to in 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 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 shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to BKB by such Lender, absent manifest error. When such Lender shall pay such amount to the Agent for the account of such Swing Line Bank on any Business DayBKB, such amount so paid in respect of principal shall constitute a Swing Line Advance Revolving Credit Loan which is a Base Rate Loan made by such Lender on such Business Day date for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Bank shall be reduced by such amount on such Business Day.

Swing Line Advances. Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on Upon the date satisfaction 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 requested date of such Borrowing). If, in accordance with Section 2.01(b), it makes the requested Swing Line Advance, such Swing Line Bank will make the amount thereof available to the 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 set forth in Article IIISection 3, to the Paying Agent extent applicable, BKB will make such funds available to the Borrower at the Paying Agent's address referred amount of any Swing Line Advance that BKB determines, in its sole discretion, to in Section 8.02make. Upon If any Swing Line Advance is not repaid when due, upon written demand by any Swing Line Bank with an outstanding Swing Line Advance, with a copy of such demand BKB given to the Paying AgentAgent and each other Lender, each other Revolving Credit Lender shall purchase from such Swing Line BankBKB, and such Swing Line Bank BKB shall sell and assign to each such other Revolving Credit Lender, such other Lender's Pro Rata Share PRO RATA share (based on its Commitment) of such outstanding unpaid Swing Line Advance as of the date of such demandadvance, by making available for the account of its Applicable Lending Office to the Paying Agent for the account of such Swing Line BankAgent, by deposit to the Paying Agent's Accountat its head office, in same day immediately available funds, an amount equal to the PRO RATA portion of the outstanding principal amount of such Swing Line Advance to be purchased by such other Lender. The Borrower Borrowers hereby agrees agree to each such sale and assignment. Each Revolving Credit such Lender agrees to make such purchase of its Pro Rata Share share of an outstanding the unpaid Swing Line Advance on (i) the Business Day on which such demand therefor is made by the Swing Line Bank that made such AdvanceBKB, provided PROVIDED that notice of such demand is given not later than 11:00 A.M. 12:00 noon (New York City Boston time) on such Business Day 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 Bank to any other Revolving Credit Lender of a portion of a Swing Line Advanceassignment, such Swing Line Bank BKB represents and warrants to each such other Lender that such Swing Line Bank BKB is the legal and beneficial owner of the interest in such interest Swing Line Advance 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 extent that any Revolving Credit such other Lender shall not have so made the amount of such Swing Line Advance makes available to the Paying Agent, such Revolving Credit Lender agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the on a date of demand by such Swing Line Bank until after the date such amount interest is paid to the Paying Agentbe assigned to it, at the Federal Funds Rate. If such Lender shall pay to BKB on demand an amount equal to the Paying product of (i) the average, computed for the period referred to in 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 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 shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount due and owing to BKB by such Lender, absent manifest error. When such Lender shall pay such amount to the Agent for the account of such Swing Line Bank on any Business DayBKB, such amount so paid in respect of principal shall constitute a Swing Line Advance Revolving Credit Loan which is a Base Rate Loan made by such Lender on such Business Day date for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Bank shall be reduced by such amount on such Business Day.

Swing Line Advances. Each (i) As it is understood that the purpose for the Swing Line Borrowing shall Advance is to fund AGCO's operating account, the Swing Line Advances and repayments to the Swing Line Bank may be made on noticea sweep basis, 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 requiring no formal notification from AGCO. The Swing Line Bank and the Paying Agent. Each such may at its discretion, upon three business days written notice of a Swing Line Borrowing (a "Notice to AGCO, choose to require written notification of Swing Line Borrowing") shall be by telephoneAdvances from AGCO, confirmed immediately in writing, or telex or telecopier, specifying therein but is not required to do so. At any time 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 requested date of such Borrowing). If, in accordance with Section 2.01(b), it Swing Line Bank makes the requested a Swing Line Advance, each Multi-Currency Lender (other than the Swing Line Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such Swing Line Bank will make the Advance in an amount thereof available equal to the 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 set 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 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 any other Person may have against the Swing Line Advance as 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 date Multi-Currency Commitments; (3) any adverse change in the condition (financial or otherwise) of such demandAGCO or any other Person; (4) any breach of this Agreement by any Borrower or any other Multi-Currency Lender; or (5) any other circumstance, by making available for the account of its Applicable Lending Office happening or event whatsoever, whether or not similar 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 any of the outstanding principal amount of such Swing Line Advance to be purchased by such Lenderforegoing. The Each Borrower hereby agrees consents to each such sale and assignment. Each Revolving Credit Multi-Currency Lender agrees to purchase fund its Multi-Currency Commitment Pro Rata Share of an outstanding Swing Line Advance on (ix) the Business Day on which demand therefor is made by the Swing Line Bank that made such AdvanceBank, provided that notice of such demand is given made not later than 11:00 A.M. (New York City time) on such Business Day Day, or (iiy) the first Business Day next succeeding such demand if notice of such demand is given made after such time. Upon any such assignment by a the Swing Line Bank to any other Revolving Credit Multi-Currency Lender of a portion of participation in a Swing Line 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 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 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 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 made by such Swing Line Bank shall be reduced by such amount on such Business Day.Bank

Swing Line Advances. Each Swing Line Borrowing shall Bank agrees, on the terms and conditions hereinafter set 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 made on notice, given not later than 11:00 A.M. (New York City time) denominated in Euro or Sterling by reference to the Equivalent thereof in US Dollars determined on the date of delivery 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 "applicable Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date of for each Swing Line Bank not to exceed at any time outstanding such BorrowingSwing Line Bank’s Swing Line Commitment, (ii) in an aggregate amount (based in respect of such Borrowing 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 Sub-Facility and (iii) maturity in an 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 Borrowing of Swing Line Advances not to exceed the Unused Tranche A Commitments of the Tranche A Lenders on such Borrowing (which maturity Business Day. No Swing Line Advance shall be no later than used for the seventh day after purpose of funding the requested date payment of such Borrowing). If, in accordance with Section 2.01(b), it makes the requested principal of any other Swing Line Advance, such . Each Borrowing under the Swing Line Bank will make Sub-Facility shall be in an amount not less than the amount Borrowing Minimum or the Borrowing Multiple in excess thereof available to and shall consist of Swing Line Advances of the Paying Agent at same Type and in the Paying Agent's Account, in same currency made on the same day funds. After the Paying Agent's receipt of such funds and upon fulfillment of the applicable conditions set 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 Bank that made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (New York City 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 by a Banks ratably according to their respective Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line Advance, such Swing Line Bank represents and warrants to such other Lender that such Swing Line Bank is Commitments. Within 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 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 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 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 limits of the Swing Line Advance made by such Swing Line Bank shall be reduced by such amount on such Business DaySub-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. Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on Upon the date satisfaction 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 requested date of such Borrowing). If, in accordance with Section 2.01(b), it makes the requested Swing Line Advance, such Swing Line Bank will make the amount thereof available to the 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 set forth in Article IIISection 3, to the Paying Agent extent applicable, Fleet will make such funds available to the Borrower at the Paying Agent's address referred amount of any Swing Line Advance that Fleet determines, in its sole discretion, to in Section 8.02make. Upon If any Swing Line Advance is not repaid when due, upon written demand by any Swing Line Bank with an outstanding Swing Line Advance, with a copy of such demand Fleet given to the Paying AgentAgent and each other Lender, each other Revolving Credit Lender shall purchase from such Swing Line BankFleet, and such Swing Line Bank Fleet shall sell and assign to each such other Revolving Credit Lender, such other Lender's Pro Rata Share PRO RATA share (based on its Commitment) of such outstanding unpaid Swing Line Advance as of the date of such demandadvance, by making available for the account of its Applicable Lending Office to the Paying Agent for the account of such Swing Line BankAgent, by deposit to the Paying Agent's Accountat its head office, in same day immediately available funds, an amount equal to the PRO RATA portion of the 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 Revolving Credit such Lender agrees to make such purchase of its Pro Rata Share share of an outstanding the unpaid Swing Line Advance on (i) the Business Day on which such demand therefor is made by the Swing Line Bank that made such AdvanceFleet, provided PROVIDED that notice of such demand is given not later than 11:00 A.M. 12:00 noon (New York City Boston time) on such Business Day 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 Bank to any other Revolving Credit Lender of a portion of a Swing Line Advanceassignment, such Swing Line Bank Fleet represents and warrants to each such other Lender that such Swing Line Bank Fleet is the legal and beneficial owner of the interest in such interest Swing Line Advance 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 extent that any Revolving Credit such other Lender shall not have so made the amount of such Swing Line Advance makes available to the Paying Agent, such Revolving Credit Lender agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the on a date of demand by such Swing Line Bank until after the date such amount interest is paid to the Paying Agentbe assigned to it, at the Federal Funds Rate. If such Lender shall pay to Fleet on demand an amount equal to the Paying product of (i) the average, computed for the period referred to in 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 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 shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount due and owing to Fleet by such Lender, absent manifest error. When such Lender shall pay such amount to the Agent for the account of such Swing Line Bank on any Business DayFleet, such amount so paid in respect of principal shall constitute a Swing Line Advance Revolving Credit Loan which is a Base Rate Loan made by such Lender on such Business Day date for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Bank shall be reduced by such amount on such Business Day.

Swing Line Advances. Agent shall notify the 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 may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "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 such Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(b). Each Swing Line Borrowing Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on notice, behalf of the applicable Borrower in accordance with Section 1.1(a). Any such notice must be given not no later than 11:00 A.M. 10:00 a.m. (New York City California time) on the date Business Day of the proposed Swing Line Borrowing, by Advance. Unless the Borrower to any Swing Line Bank and the Paying Agent. Each such Lender has received at least one Business Day's prior written notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, from Agent 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 requested date of such Borrowing). If, in accordance with Section 2.01(b), Requisite Revolving Lenders instructing it makes the requested not to make any Swing Line Advance, such the Swing Line Bank will make Lender shall, notwithstanding the amount thereof available to the Paying Agent at the Paying Agent's Account, in same day funds. After the Paying Agent's receipt failure of such funds and upon fulfillment of the applicable conditions any condition precedent set forth in Article III, Section 2.2 (other than the Paying Agent will make such funds available to the Borrower at the Paying Agent's address referred to condition precedent set forth in Section 8.02. Upon written demand by any Swing Line Bank with an outstanding Swing Line Advance, with a copy of such demand 2.2(e)) be entitled 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 fund 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 Bank that made such Advanceand, provided that notice of such demand is given not later than 11:00 A.M. (New York City 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 by a Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line 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 in connection with respect to such Swing Line Advance, the Loan Documents 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). Notwithstanding any other provision of this Agreement or the Borrowerother Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. If and 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 extent that Swing Line Lender shall, notwithstanding the failure of any Revolving Credit Lender shall not have so made condition precedent set forth in Section 2.2 (other than the amount of condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance available to the Paying Agentand, such Revolving Credit Lender agrees to pay to the Paying Agent forthwith on demand such amount together in connection with interest thereon, for each day from the date of demand by such Swing Line Bank until 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 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 aggregate outstanding principal amount of the Swing Line Advance made Loan upon demand therefor by such Swing Line Bank Agent, which repayment shall be reduced by such amount on such Business Daymade exclusively from the proceeds of Revolving Credit Advances made in accordance with the terms of this Agreement pursuant to Section 1.11(b) or otherwise.

Swing Line Advances. The Swing Line Lender agrees, on the ------------------- terms and conditions hereinafter set forth, to make advances (each a "Swing Line ---------- Advance") to the Borrower from time to 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; provided, however, that the Swing Line -------- ------- Lender shall not make any Swing Line Advance if, after giving effect to such Swing Line Advance, a Borrowing Base Deficiency would result. 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 consist of Swing Line Borrowing") Advances made by the Swing Line 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 making of each Swing Line Advance by telephonethe Swing Line Lender, 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 Swing Line Lender shall be no later than deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the seventh day after the requested date of such Borrowing). IfSwing Line Lender, in accordance with Section 2.01(b)each case irrevocably and without any further action by any party, it makes the requested Swing Line Advance, an undivided interest and participation in such Swing Line Bank will make Advance and the amount thereof available to the Paying Agent at the Paying Agent's Account, in same day funds. After the Paying Agent's receipt of such funds and upon fulfillment Obligations of the applicable conditions set forth Borrower under this Agreement in Article III, the Paying Agent will make respect thereof in an amount equal to 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 demandAdvance, by making available for the account of provided, however, that (i) no Lender shall be required to fund -------- ------- its Applicable Lending Office to the Paying Agent for the account of such Swing Line Bank, by deposit to the Paying Agent's Account, participation in same day funds, an amount equal to the portion of the outstanding principal amount of any 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 until demand therefor is made by the Swing Line Bank that made such AdvanceAdministrative Agent pursuant to Section 2.02(f)(ii) hereof, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or and (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 Bank to any other Revolving Credit Lender of a portion of a Swing Line 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 extent that any Revolving Credit Lender shall not have so made the amount be entitled to share in any payments of principal or interest in respect of its participation in any such Swing Line Advance available except to the Paying Agent, extent set forth in Section 2.02(f)(ii) hereof with respect to any such Revolving Credit Lender 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 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 participation which has been funded by such Lender on such Business Day for purposes of this Agreement, and as provided therein. Within the outstanding principal amount limits of the Swing Line Advance made by such Lender's Unused Swing Line Bank shall be reduced by such amount on such Business DayCommitment 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. Each (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 Borrowing shall be made on noticeLender agrees to make advances (each such advance hereunder, given not later than 11:00 A.M. (New York City time) on the date of the proposed a “Swing Line Borrowing, by Advance”) to the Borrower from time to any time; provided that if the Swing Line Bank and Lender believes in good faith that one or more Lenders is or will be a Non-Funding Lender, the Paying Agent. Each such notice Swing Line Lender may, in its sole discretion, elect not to make the portion of a Swing Line Borrowing (a "Notice Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Borrowing") Advance unless the Swing Line Lender shall be by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date have received Adequate Security with respect to such portion 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 requested date of such Borrowing). If, in accordance with Section 2.01(b), it makes the requested Swing Line Advance, such . The aggregate amount of the Swing Line Bank will 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 thereof available to the 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 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 in Article III, the Paying Agent will make such funds available to the Borrower at the Paying Agent's address referred to in Section 8.02herein. 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 Unless the Swing Line Bank that made such Advance, provided that Lender has received at least one Business Day’s prior written notice of such demand is given from the Lenders instructing it not later than 11:00 A.M. (New York City 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 by a Swing Line Bank to any other Revolving Credit Lender of a portion of make a Swing Line Advance, such the Swing Line Bank represents and warrants Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled 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 fund such Swing Line Advance, the Loan Documents or the Borrower. If and to have the extent that any Lenders make Revolving Credit Lender Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). The Borrower shall not have so made repay the amount of such Swing Line Advance available to the Paying Agent, such Revolving Credit Lender 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 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 aggregate outstanding principal amount of the Swing Line Advance made by such Swing Line Bank shall be reduced by such amount Loan in full in immediately available funds on such Business Daythe Commitment Termination Date.

Swing Line Advances. Each Swing Line Borrowing Advance 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 BorrowingAdvance, by the Borrower to any the Swing Line Bank and the Paying Agent. Each such notice of a Swing Line Borrowing Advance (a "Notice of Swing Line BorrowingNOTICE OF SWING LINE ADVANCE") shall be by telephonetelephone or telecopier, 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 requested date of such Borrowing). If, in accordance with Section 2.01(b)its sole discretion, it makes elects to make the requested Swing Line Advance, such the Swing Line Bank will make the amount thereof available to the Paying Agent at the Paying Agent's Accountaddress referred to in Section 8.02, in same day funds. After the Paying Agent's receipt of such funds and upon fulfillment of the applicable conditions set 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 8.02aforesaid address. Upon written demand by any the 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 the Swing Line Bank, and such the Swing Line Bank shall sell and assign to each such other Revolving Credit Lender, such other Revolving 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 the Swing Line Bank, by deposit to the Paying Agent's Accountaddress referred to in Section 8.02, 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 Revolving Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Revolving Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank that made such AdvanceBank, provided that notice of such demand is given not later than 11:00 A.M. (New York City 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 by a the Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line Advance, such the Swing Line Bank represents and warrants to such other Lender that such the 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 Borrowerany Loan Party. If and to the 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 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 the Swing Line Bank until the date such amount is paid to the Paying Agent, at the Federal Funds Rate. If such Revolving Lender shall pay to the Paying Agent such amount for the account of such the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such the Swing Line Bank shall be reduced by such amount on such Business Day.

Swing Line Advances. The Swing Line Lender agrees, on the terms and conditions hereinafter set forth, to make advances (each a “Swing Line Advance”) to the Borrower from time to 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 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 consist of Swing Line Borrowing") Advances made by the Swing Line 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 making of each Swing Line Advance by telephonethe Swing Line Lender, 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 Swing Line Lender shall be no later than deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the seventh day after the requested date of such Borrowing). IfSwing Line Lender, in accordance with Section 2.01(b)each case irrevocably and without any further action by any party, it makes the requested Swing Line Advance, an undivided interest and participation in such Swing Line Bank will make Advance and the amount thereof available to the Paying Agent at the Paying Agent's Account, in same day funds. After the Paying Agent's receipt of such funds and upon fulfillment Obligations of the applicable conditions set forth Borrower under this Agreement in Article III, the Paying Agent will make respect thereof in an amount equal to 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 ’s Pro Rata Share of such outstanding Swing Line Advance as of the date of such demandAdvance, by making available for the account of provided, however, that (i) no Lender shall be required to fund its Applicable Lending Office to the Paying Agent for the account of such Swing Line Bank, by deposit to the Paying Agent's Account, participation in same day funds, an amount equal to the portion of the outstanding principal amount of any 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 until demand therefor is made by the Swing Line Bank that made such AdvanceAdministrative Agent pursuant to Section 2.02(f)(ii) hereof, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or and (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 Bank to any other Revolving Credit Lender of a portion of a Swing Line 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 extent that any Revolving Credit Lender shall not have so made the amount be entitled to share in any payments of principal or interest in respect of its participation in any such Swing Line Advance available except to the Paying Agent, extent set forth in Section 2.02(f)(ii) hereof with respect to any such Revolving Credit Lender 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 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 participation which has been funded by such Lender on such Business Day for purposes of this Agreement, and as provided therein. Within the outstanding principal amount limits of the Swing Line Advance made by such Lender’s Unused Swing Line Bank shall be reduced by such amount on such Business DayCommitment 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. The Swing Line Lender agrees, on the terms ------------------- and conditions hereinafter set forth, to make advances (each a "SWING LINE ---------- ADVANCE") to the Borrower from time to 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; provided, however, that the Swing Line -------- ------- Lender shall not make any Swing Line Advance if, after giving effect to such Swing Line Advance, the aggregate principal amount of all outstanding Swing Line Advances would exceed the remainder of the Borrowing Base Amount then in effect 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 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 consist of Swing Line Borrowing") Advances made by the Swing Line 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 making of each Swing Line Advance by telephonethe Swing Line Lender, 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 Swing Line Lender shall be no later than deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the seventh day after the requested date of such Borrowing). IfSwing Line Lender, in accordance with Section 2.01(b)each case irrevocably and without any further action by any party, it makes the requested Swing Line Advance, an undivided interest and participation in such Swing Line Bank will make Advance and the amount thereof available to the Paying Agent at the Paying Agent's Account, in same day funds. After the Paying Agent's receipt of such funds and upon fulfillment Obligations of the applicable conditions set forth Borrower under this Agreement in Article III, the Paying Agent will make respect thereof in an amount equal to 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 demandAdvance, by making available for the account of provided, -------- however, that (i) no Lender shall be required to fund its Applicable Lending Office to the Paying Agent for the account of such Swing Line Bank, by deposit to the Paying Agent's Account, participation in same day funds, an amount equal to the portion of the outstanding principal amount of any ------- 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 until demand therefor is made by the Swing Line Bank that made such AdvanceAdministrative Agent pursuant to Section 2.02(f)(ii) hereof, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or and (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 Bank to any other Revolving Credit Lender of a portion of a Swing Line 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 extent that any Revolving Credit Lender shall not have so made the amount be entitled to share in any payments of principal or interest in respect of its participation in any such Swing Line Advance available except to the Paying Agent, extent set forth in Section 2.02(f)(ii) hereof with respect to any such Revolving Credit Lender 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 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 participation which has been funded by such Lender on such Business Day for purposes of this Agreement, and as provided therein. Within the outstanding principal amount limits of the Swing Line Advance made by such Lender's Unused Swing Line Bank shall be reduced by such amount on such Business DayCommitment 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. Agent shall notify the 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 may, in its discretion, make available from time to time until the Commitment Termination Date advances (each, a "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 such Borrower's separate Borrowing Base less the Revolving Loan outstanding to such Borrower. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this SECTION 1.1(b). Each Swing Line Borrowing Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on notice, behalf of the applicable Borrower in accordance with SECTION 1.1(a). Any such notice must be given not no later than 11:00 A.M. 10:00 a.m. (New York City California time) on the date Business Day of the proposed Swing Line Borrowing, by Advance. Unless the Borrower to any Swing Line Bank and the Paying Agent. Each such Lender has received at least one Business Day's prior written notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, from Agent 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 requested date of such Borrowing). If, in accordance with Section 2.01(b), Requisite Revolving Lenders instructing it makes the requested not to make any Swing Line Advance, such the Swing Line Bank will make Lender shall, notwithstanding the amount thereof available to the Paying Agent at the Paying Agent's Account, in same day funds. After the Paying Agent's receipt failure of such funds and upon fulfillment of the applicable conditions any condition precedent set forth in Article III, SECTION 2.2 (other than the Paying Agent will make such funds available condition precedent set forth in SECTION 2.2(e)) be entitled 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 fund 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 Bank that made such Advanceand, provided that notice of such demand is given not later than 11:00 A.M. (New York City 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 by a Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line 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 in connection with respect to such Swing Line Advance, the Loan Documents 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). Notwithstanding any other provision of this Agreement or the Borrowerother Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. If and 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 extent that Swing Line Lender shall, notwithstanding the failure of any Revolving Credit Lender shall not have so made condition precedent set forth in SECTION 2.2 (other than the amount of condition precedent set forth in SECTION 2.2(e)) be entitled to fund such Swing Line Advance available to the Paying Agentand, such Revolving Credit Lender agrees to pay to the Paying Agent forthwith on demand such amount together in connection with interest thereon, for each day from the date of demand by such Swing Line Bank until 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 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 aggregate outstanding principal amount of the Swing Line Advance made Loan upon demand therefor by such Swing Line Bank shall be reduced by such amount on such Business DayAgent.

Swing Line Advances. Each Swing Line Borrowing Advance 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 BorrowingAdvance, by the Borrower to any the Swing Line Bank and the Paying Agent. Each such notice of a Swing Line Borrowing Advance (a "Notice of Swing Line BorrowingNOTICE OF SWING LINE ADVANCE") shall be by telephonetelephone or telecopier, confirmed (in the case of telephonic notice) immediately in writing, or telex or telecopier, specifying therein the requested (i) date of such BorrowingSwing Line Advance, (ii) amount of such Borrowing and Swing Line Advance, (iii) maturity of such Borrowing Swing Line Advance (which maturity shall be no later than the seventh day after the requested date of such Borrowing)Swing Line Advance) and (iv) the Available Credit at such time. If, in accordance with Section 2.01(b)its sole discretion, it makes elects to make the requested Swing Line Advance, such the Swing Line Bank will make the amount thereof available to the Paying Agent at the Paying Agent's Accountaddress referred to in Section 11.02, in same day funds. After the Paying Agent's receipt of such funds and upon fulfillment of the applicable conditions set 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 8.02aforesaid address. Upon written demand by any the 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 the Swing Line Bank, and such the 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 the Swing Line Bank, by deposit to the Paying Agent's Accountaddress referred to in Section 11.02, 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 Bank that made such AdvanceBank, provided that notice of such demand is given not later than 11:00 A.M. (New York City 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 by a the Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line Advance, such the Swing Line Bank represents and warrants to such other Lender that such the 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 Borrowerany Loan Party. If and to the 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 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 the Swing Line Bank until the 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 the 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 made by such the Swing Line Bank shall be reduced by such amount on such Business Day.