Common use of SWING LINE LOANS; SETTLEMENTS Clause in Contracts

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit Loans, the Swing Line Bank may, upon receipt of a Loan and Letter of Credit Request no later than 1:00 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“Swing Line Loans”), bearing interest as set forth in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconduct. The Swing Line Loans shall be evidenced by a note in substantially the form of Exhibit C hereto (the “Swing Line Note”), provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank hereunder shall not exceed $10,000,000 at any time. Each Bank shall remain severally and unconditionally liable to fund its pro rata share (based upon each Bank’s Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank chooses not to fund all Base Rate Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Bank. The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premium.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit LoansLoans and so long as the Administrative Agent has not received a written notice pursuant to ss.7.15 of a Default or Event of Default, the Swing Line Bank BKB may, upon receipt of a Loan and Letter of Credit Request requesting a Swing Line Loan no later than 1:00 2:30 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”)") for periods not to exceed seven (7) days in any one case, bearing interest as set forth in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconductss.2.4. The Swing Line Loans shall be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit C EXHIBIT A-2 hereto (the “"Swing Line Note”)") dated as of the Closing Date, provided that and shall each be in a minimum amount of $100,000 or greater, PROVIDED THAT the outstanding amount of Swing Line Loans advanced by the Swing Line Bank BKB hereunder shall not exceed $10,000,000 50,000,000 at any time. Each Bank Revolving Credit Lender shall remain severally and unconditionally liable to fund its pro rata PRO RATA share (based upon each Bank’s Revolving Credit Lender's Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank BKB chooses not to fund all Base Rate Swing Line Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Bank. The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premiumBKB.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit Loans, the Swing Line Bank may, upon receipt of a Loan and Letter of Credit Request no later than 1:00 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”"), bearing interest as set forth in §2.4. ss.2.4.. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ ' operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 ss.2.1 and the requirements that the applicable provisions of §9 ss.9 (in the case of Swing Line Loans made on the Closing Date) and §10 ss.10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(ass.2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s 's gross negligence or willful misconduct. The Swing Line Loans shall be evidenced by a note in substantially the form of Exhibit EXHIBIT C hereto (the “"Swing Line Note”"), provided that PROVIDED THAT the outstanding amount of Swing Line Loans advanced by the Swing Line Bank hereunder shall not exceed $10,000,000 at any time. Each Bank shall remain severally and unconditionally liable to fund its pro rata share (based upon each Bank’s 's Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank chooses not to fund all Base Rate Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Bank. The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premium.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit LoansLoans and so long as the Administrative Agent has not received a written notice pursuant to ss.8.5 or ss.14.10 of a Default or Event of Default, the Swing Line Bank Administrative Agent may, upon receipt of a Loan and Letter of Credit Request requesting a Swing Line Loan no later than 1:00 2:30 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”)") for periods not to exceed seven (7) days in any one case, bearing interest as set forth in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconductss.2.6. The Swing Line Loans shall be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit C B hereto (the “"Swing Line Note”)") dated as of the Closing Date, and shall each be in a minimum amount of $100,000 or greater; provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank Administrative Agent hereunder shall not exceed $10,000,000 20,000,000 at any time. Each Bank Revolving Credit Lender shall remain severally and unconditionally liable to fund its pro rata share (based upon each Bank’s Revolving Credit Lender's Revolving Credit Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank Administrative Agent chooses not to fund all Base Rate Swing Line Loans requested on any date, to fund its Revolving Credit Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Bank. The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premiumAdministrative Agent.

SWING LINE LOANS; SETTLEMENTS. (a) Solely So long as Bank of America has not received written notice of a Default or an Event of Default made in accordance with the provisions of this Credit Agreement, solely for ease of administration of the Revolving Credit Loans, the Swing Line Bank of America may, upon receipt of a Loan and Letter of Credit Request no later than 1:00 2:00 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”)") for periods not to exceed seven (7) days in any one case, bearing interest as set forth for Base Rate Loans in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconduct. The Swing Line Loans shall be evidenced by a promissory note in substantially of the form of Exhibit C hereto Borrowers (the “"Swing Line Note”)") dated as of the Closing Date, and shall each be in a minimum amount of $500,000 or integral multiples of $100,000 in excess thereof, provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank of America hereunder shall not exceed $10,000,000 25,000,000 at any time. Each Bank Revolving Credit Lender shall remain severally severally, but not jointly, and unconditionally liable to fund its pro rata share (based upon each Bank’s Revolving Credit Lender's Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank of America chooses not to fund all Base Rate Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of Bank of America. The Revolving Credit Lenders shall effect Settlements on (i) the Business Day immediately following any day which the Administrative Agent gives written notice to the Revolving Credit Lenders to effect a Settlement, (ii) the Business Day immediately following the Administrative Agent's becoming aware of the existence of any Default or Event of Default, (iii) the Revolving Credit Maturity Date, (iv) any date on which the Borrowers wish to convert a Swing Line BankLoan into a Base Rate Loan, and (v) in any event, the seventh day on which any Swing Line Loan remains outstanding (each such date, a "Settlement Date"). The Borrowers One (1) Business Day prior to each such Settlement Date, the Administrative Agent shall have give telephonic notice to the right, at their election, to prepay Revolving Credit Lenders of (A) the respective outstanding amount of Revolving Credit Loans made by each Revolving Credit Lender as at the close of business on the prior day, (B) the amount that any Revolving Credit Lender, as applicable (a "Settling Lender"), shall pay to effect a Settlement (a "Settlement Amount"). A statement of the Administrative Agent submitted to the Revolving Credit Lenders with respect to any amounts owing hereunder shall be prima facie evidence of the amount due and owing. Each Settling Lender shall, not later than 1:00 p.m. (Boston time) on each Settlement Date, effect a wire transfer of immediately available funds to the Administrative Agent at the Administrative Agent's Head Office in the amount of such Revolving Credit Lender's Settlement Amount. All funds advanced by any Revolving Credit Lender as a Settling Lender pursuant to this 2.10 shall for all purposes be treated as a Base Rate Loan to the Borrowers. The Administrative Agent may (unless notified to the contrary by any Settling Lender by 12:00 noon (Boston time) one (1) Business Day prior to the Settlement Date) assume that each Settling Lender has made available (or will make available by the time specified in 2.7(b)) to the Administrative Agent its Settlement Amount, and the Administrative Agent may (but shall not be required to), in reliance upon such assumption, effect Settlements. If the Settlement Amount of such Settling Lender is made available to the Administrative Agent on a date after such Settlement Date, such Settling Lender shall pay the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average annual interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period times (ii) such Settlement Amount times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Settlement Date to but not including the date on which such Settlement Amount shall become immediately available to the Administrative Agent, and the denominator of which is 365. Upon payment of such amount such Settling Lender shall be deemed to have delivered its Settlement Amount on the Settlement Date and shall become entitled to interest payable by the Borrowers with respect to such Settling Lender's Settlement Amount as if such share were delivered on the Settlement Date. If such Settlement Amount is not in fact made available to the Administrative Agent by such Settling Lender within five (5) Business Days of such Settlement Date, the Administrative Agent shall be entitled to recover such amount from the Borrowers, with interest thereon at the Base Rate. After any Settlement Date, any payment by the Borrowers of Swing Line Loans hereunder shall be allocated pro rata among the Revolving Credit Lenders, in accordance with such Lender's Commitment Percentage. If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this 2.10, a Default or Event of Default has occurred and is continuing, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Commitment Percentage of such Swing Line Loans. Each Revolving Credit Lender will immediately transfer to the Administrative Agent, as in immediately available funds, the amount of its participation and upon receipt thereof the Administrative Agent will deliver to such Revolving Credit Lender a whole or Swing Line participation certificate dated the date of receipt of such funds and in partsuch amount. Whenever, at any time after the Administrative Agent has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in the Swing Line Loans pursuant to clause (e) above, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Revolving Credit Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it in like funds as such payment is required to be returned by the Administrative Agent. Each Revolving Credit Lender's obligation to purchase participating interests pursuant to clause (e) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without penalty limitation, (i) any set-off, counterclaim, recoupment, defense or premiumother right which such Revolving Credit Lender may have against the Administrative Agent, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Person; (iv) any breach of this Credit Agreement by the Borrowers or any other Revolving Credit Lender or Administrative Agent; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit Loans, the Swing Line Bank may, upon receipt of a Loan and Letter of Credit Request no later than 1:00 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“Swing Line Loans”), bearing interest as set forth in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a2.7(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconduct. The Swing Line Loans shall be evidenced by a note in substantially the form of Exhibit C hereto (the “Swing Line Note”), provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank hereunder shall not exceed $10,000,000 15,000,000 at any time. Each Bank shall remain severally and unconditionally liable to fund its pro rata share (based upon each Bank’s Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank chooses not to fund all Base Rate Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Bank. The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premium.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit Loans, FNBB shall, subject to the Swing Line Bank may, upon receipt of a Loan terms and Letter of conditions contained in this Credit Request no later than 1:00 p.m. Agreement (Boston timeincluding but not limited to ss.13 hereof) on the proposed date of funding, but shall not be required to, fund Base Rate Revolving Credit Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”"); PROVIDED, bearing interest as set forth in §2.4. The Swing Line Bank mayHOWEVER, in its sole discretion and without conferring with the Banks, make Swing Line Loans notwithstanding anything to the appropriate Borrowers by entry contrary contained in ss.2.6 hereof, the Borrower shall have until 2:00 p.m. (Boston time) on the proposed Drawdown Date of credits to such Borrowers’ operating account(s) with the Swing Line Bank Loan to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconductLoan. The Swing Line Loans shall be evidenced by a promissory note of the Borrower requesting such Revolving Credit Loan in substantially the form of Exhibit EXHIBIT C hereto (the “"Swing Line Note”"), provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank hereunder shall not exceed $10,000,000 at any time. Each Bank shall remain severally and unconditionally liable to fund its pro rata PRO RATA share (based upon each Bank’s 's Commitment Percentage) of such Swing Line Loans on each Swing Line Settlement Date and, in the event the Swing Line Bank FNBB chooses not to fund all Base Rate Revolving Credit Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans Revolving Credit Loans, as the case may be, requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Revolving Credit Loans. Prior to each Swing Line Settlement, all payments or repayments of the principal of, and interest on, on Swing Line Loans shall be credited to the account of the Swing Line BankFNBB. The Borrowers shall have the right, at their election, to prepay the aggregate outstanding amount of the Swing Line LoansLoans advanced by FNBB hereunder shall not exceed $10,000,000, as a whole or in part, and there shall not be more than six (6) Swing Line Loans outstanding at any time without penalty or premiumone time.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit Loans, the Swing Line Bank Fleet may, upon receipt of a Loan and Letter of Credit Request requesting a Swing Line Loan no later than 1:00 2:30 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (including, without limitation, satisfaction of the conditions set forth in §§10 and 11) for periods not to exceed seven (7) days in any one case, bearing interest at the rate set forth in §2.4(a)(i) for Revolving Credit Loans that are Base Rate Loans (“Swing Line Loans”), bearing interest as set forth in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconduct. The Swing Line Loans shall be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit C A-2 hereto (the “Swing Line Note”)) dated as of the Effective Date, and shall each be in a minimum amount of $100,000 or greater, provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank Fleet hereunder shall not exceed $10,000,000 at any time. Each Bank Revolving Credit Lender shall remain severally and unconditionally liable to fund its pro rata share (based upon each Banksuch Lender’s Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank Fleet chooses not to fund all Base Swing Line Rate Loans requested on any date, to fund its Commitment Percentage of the Base Rate Swing Line Loans requested, subject to satisfaction of the provisions hereof (including, without limitation, satisfaction of the conditions set forth in §§10 and 11) relating to the making of Base Rate Swing Line Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Bank. The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premiumFleet.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit LoansLoans and so long as the Administrative Agent has not received a written notice pursuant to ss.7.15 of a Default or Event of Default, the Swing Line Bank Fleet may, upon receipt of a Loan and Letter of Credit Request requesting a Swing Line Loan no later than 1:00 2:30 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”)") for periods not to exceed seven (7) days in any one case, bearing interest as set forth in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconductss.2.4. The Swing Line Loans shall be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit C EXHIBIT A-2 hereto (the “"Swing Line Note”)") dated as of the Closing Date, provided that and shall each be in a minimum amount of $100,000 or greater, PROVIDED THAT the outstanding amount of Swing Line Loans advanced by the Swing Line Bank Fleet hereunder shall not exceed $10,000,000 50,000,000 at any time. Each Bank Revolving Credit Lender shall remain severally and unconditionally liable to fund its pro rata PRO RATA share (based upon each Bank’s Revolving Credit Lender's Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank Fleet chooses not to fund all Base Rate Swing Line Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Bank. The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premiumFleet.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit Loans, the Swing Line Bank BKB may, upon receipt of a Loan and Letter of Credit Request no later than 1:00 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”)") for periods not to exceed seven (7) days in any one case, bearing interest as set forth in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconductss.2.4. The Swing Line Loans shall be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit C A-2 hereto (the “"Swing Line Note”)") dated as of the Closing Date, and shall each be in a minimum amount of $100,000 or greater, provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank BKB hereunder shall not exceed $10,000,000 15,000,000 at any time. Each Bank Revolving Credit Lender shall remain severally and unconditionally liable to fund its pro rata share (based upon each Bank’s Revolving Credit Lender's Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank BKB chooses not to fund all Base Rate Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of BKB. BKB will, on the Closing Date, convert all outstanding Swing Line Bank. The Borrowers shall have Loans under the right, at their election, to prepay the outstanding amount of the Prior Credit Agreement into Swing Line Loans, as a whole or in part, at any time without penalty or premiumLoans hereunder.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit LoansLoans and so long as the Administrative Agent has not received a written notice pursuant to Section 8.5 of a Default or Event of Default, the Swing Line Bank Administrative Agent may, upon receipt of a Loan and Letter of Credit Request requesting a Swing Line Loan no later than 1:00 2:30 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“Swing Line Loans”)"SWING LINE LOANS") for periods not to exceed seven (7) days in any one case, bearing interest as set forth in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconductSection 2.6. The Swing Line Loans shall be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit EXHIBIT C hereto (the “Swing Line Note”)"SWING LINE NOTE") dated as of the Closing Date, provided and shall each be in a minimum amount of $100,000 or greater; PROVIDED that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank Administrative Agent hereunder shall not exceed $10,000,000 at any time. Each Bank Revolving Credit Lender shall remain severally and unconditionally liable to fund its pro rata PRO RATA share (based upon each Bank’s Revolving Credit Lender's Revolving Credit Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank Administrative Agent chooses not to fund all Base Rate Swing Line Loans requested on any date, to fund its Revolving Credit Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Bank. The Borrowers shall have the right, at their election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premiumAdministrative Agent.

SWING LINE LOANS; SETTLEMENTS. (a) Solely for ease of administration of the Revolving Credit Loans, FNBB shall, subject to the Swing Line Bank may, upon receipt of a Loan terms and Letter of conditions contained in this Credit Request no later than 1:00 p.m. Agreement (Boston timeincluding but not limited to Section 13 hereof) on the proposed date of funding, but shall not be required to, fund Base Rate Revolving Credit Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”"); provided, bearing interest as set forth in §2.4. The Swing Line Bank mayhowever, in its sole discretion and without conferring with the Banks, make Swing Line Loans notwithstanding anything to the appropriate Borrowers by entry contrary contained in Section 2.6 hereof, the Borrower shall have until 2:00 p.m. (Boston time) on the proposed Drawdown Date of credits to such Borrowers’ operating account(s) with the Swing Line Bank Loan to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconductLoan. The Swing Line Loans shall be evidenced by a promissory note of the Borrower requesting such Revolving Credit Loan in substantially the form of Exhibit C hereto (the “"Swing Line Note”"), provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank hereunder shall not exceed $10,000,000 at any time. Each Bank shall remain severally and unconditionally liable to fund its pro rata share (based upon each Bank’s 's Commitment Percentage) of such Swing Line Loans on each Swing Line Settlement Date and, in the event the Swing Line Bank FNBB chooses not to fund all Base Rate Revolving Credit Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans Revolving Credit Loans, as the case may be, requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Revolving Credit Loans. Prior to each Swing Line Settlement, all payments or repayments of the principal of, and interest on, on Swing Line Loans shall be credited to the account of the Swing Line BankFNBB. The Borrowers shall have the right, at their election, to prepay the aggregate outstanding amount of the Swing Line LoansLoans advanced by FNBB hereunder shall not exceed $10,000,000, as a whole or in part, and there shall not be more than six (6) Swing Line Loans outstanding at any time without penalty or premiumone time.

SWING LINE LOANS; SETTLEMENTS. (a) Solely So long as Bank of America has not received written notice of a Default or an Event of Default made in accordance with the provisions of this Credit Agreement, solely for ease of administration of the Revolving Credit Loans, the Swing Line Bank of America may, upon receipt of a Loan and Letter of Credit Request no later than 1:00 2:00 p.m. (Boston time) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Credit Agreement (“"Swing Line Loans”)") for periods not to exceed seven (7) days in any one case, bearing interest as set forth for Base Rate Loans in §2.4. The Swing Line Bank may, in its sole discretion and without conferring with the Banks, make Swing Line Loans to the appropriate Borrowers by entry of credits to such Borrowers’ operating account(s) with the Swing Line Bank to cover checks which the applicable Borrowers have drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrowers hereby request and authorize the Swing Line Bank to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrowers acknowledge and agree that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Credit Agreement as if they were Swing Line Loans covered by a Loan and Letter of Credit Request, including, without limitation, the limitations set forth in §2.1 and the requirements that the applicable provisions of §9 (in the case of Swing Line Loans made on the Closing Date) and §10 be satisfied. All actions taken by the Swing Line Bank pursuant to the provisions of this §2.8(a) shall be conclusive and binding on the Borrowers absent manifest error or such Swing Line Bank’s gross negligence or willful misconduct. The Swing Line Loans shall be evidenced by a promissory note in substantially of the form of Exhibit C hereto Borrowers (the “"Swing Line Note”)") dated as of the Closing Date, and shall each be in a minimum amount of $500,000 or integral multiples of $100,000 in excess thereof, provided that the outstanding amount of Swing Line Loans advanced by the Swing Line Bank of America hereunder shall not exceed $10,000,000 25,000,000 at any time. Each Bank Revolving Credit Lender shall remain severally severally, but not jointly, and unconditionally liable to fund its pro rata share (based upon each Bank’s Revolving Credit Lender's Commitment Percentage) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Bank of America chooses not to fund all Base Rate Loans requested on any date, to fund its Commitment Percentage of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of Bank of America. The Revolving Credit Lenders shall effect Settlements on (i) the Business Day immediately following any day which the Administrative Agent gives written notice to the Revolving Credit Lenders to effect a Settlement, (ii) the Business Day immediately following the Administrative Agent's becoming aware of the existence of any Default or Event of Default, (iii) the Revolving Credit Maturity Date, (iv) any date on which the Borrowers wish to convert a Swing Line BankLoan into a Base Rate Loan, and (v) in any event, the seventh day on which any Swing Line Loan remains outstanding (each such date, a "Settlement Date"). The Borrowers One (1) Business Day prior to each such Settlement Date, the Administrative Agent shall have give telephonic notice to the right, at their election, to prepay Revolving Credit Lenders of (A) the respective outstanding amount of Revolving Credit Loans made by each Revolving Credit Lender as at the close of business on the prior day, (B) the amount that any Revolving Credit Lender, as applicable (a "Settling Lender"), shall pay to effect a Settlement (a "Settlement Amount"). A statement of the Administrative Agent submitted to the Revolving Credit Lenders with respect to any amounts owing hereunder shall be prima facie evidence of the amount due and owing. Each Settling Lender shall, not later than 1:00 p.m. (Boston time) on each Settlement Date, effect a wire transfer of immediately available funds to the Administrative Agent at the Administrative Agent's Office in the amount of such Revolving Credit Lender's Settlement Amount. All funds advanced by any Revolving Credit Lender as a Settling Lender pursuant to this 2.10 shall for all purposes be treated as a Base Rate Loan to the Borrowers. The Administrative Agent may (unless notified to the contrary by any Settling Lender by 12:00 noon (Boston time) one (1) Business Day prior to the Settlement Date) assume that each Settling Lender has made available (or will make available by the time specified in 2.7(b)) to the Administrative Agent its Settlement Amount, and the Administrative Agent may (but shall not be required to), in reliance upon such assumption, effect Settlements. If the Settlement Amount of such Settling Lender is made available to the Administrative Agent on a date after such Settlement Date, such Settling Lender shall pay the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average annual interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period times (ii) such Settlement Amount times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Settlement Date to but not including the date on which such Settlement Amount shall become immediately available to the Administrative Agent, and the denominator of which is 365. Upon payment of such amount such Settling Lender shall be deemed to have delivered its Settlement Amount on the Settlement Date and shall become entitled to interest payable by the Borrowers with respect to such Settling Lender's Settlement Amount as if such share were delivered on the Settlement Date. If such Settlement Amount is not in fact made available to the Administrative Agent by such Settling Lender within five (5) Business Days of such Settlement Date, the Administrative Agent shall be entitled to recover such amount from the Borrowers, with interest thereon at the Base Rate. After any Settlement Date, any payment by the Borrowers of Swing Line Loans hereunder shall be allocated pro rata among the Revolving Credit Lenders, in accordance with such Lender's Commitment Percentage. If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this 2.10, a Default or Event of Default has occurred and is continuing, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Commitment Percentage of such Swing Line Loans. Each Revolving Credit Lender will immediately transfer to the Administrative Agent, as in immediately available funds, the amount of its participation and upon receipt thereof the Administrative Agent will deliver to such Revolving Credit Lender a whole or Swing Line participation certificate dated the date of receipt of such funds and in partsuch amount. Whenever, at any time after the Administrative Agent has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in the Swing Line Loans pursuant to clause (e) above, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by the Administrative Agent is required to be returned, such Revolving Credit Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it in like funds as such payment is required to be returned by the Administrative Agent. Each Revolving Credit Lender's obligation to purchase participating interests pursuant to clause (e) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without penalty limitation, (i) any set-off, counterclaim, recoupment, defense or premiumother right which such Revolving Credit Lender may have against the Administrative Agent, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any other Person; (iv) any breach of this Credit Agreement by the Borrowers or any other Revolving Credit Lender or Administrative Agent; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.