Common use of Swing Line Advances Clause in Contracts

Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen (14) days after the date such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective Date.

Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding Agent shall notify the Swing Line Maximum AmountLender upon Agent's receipt of any Notice of Revolving Credit Advance. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject 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 the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and the Aggregate Borrowing Base, in each case, less the outstanding balance of the Revolving Loan at such time ("Swing Line Availability"). Moreover, the Swing Line Loan outstanding to any Borrower shall not exceed at any time that 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 AgreementSection 1.1(b). Each Swing Line Advance shall mature and be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the principal amount thereof shall applicable Borrower in accordance with Section 1.1(a). Those notices must be due and payable by the Company fourteen (14) days after the date such Swing Line Advance is made and, in any event, given no later than 11:00 a.m. (New York time) on the Revolving Credit Maturity Date. The Company agrees that, upon Business Day of the written request of proposed Swing Line BankAdvance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Company will execute and deliver to Swing Line Bank a Loan shall constitute an Index Rate Loan. Borrowers shall repay the aggregate outstanding principal amount of the Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective DateLoan upon demand therefor by Agent.

Swing Line Advances. The Swing Line Bank shall, on (a) Subject to the terms and subject to conditions hereof, and relying on the conditions hereinafter representations and warranties herein set forth forth, the Swing Line Lender shall make swing line loans (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a the “Swing Line AdvanceAdvances”) to the Company, Borrower at any time or from time to time on after the date hereof to, but not including the Termination Date in an aggregate outstanding principal amount up to but not in excess of the amount of the Swing Line Commitment as requested by the Borrower; provided, that, (a) after giving effect to any Business Day during the period from the Amendment Restatement Date to (but excluding) amount requested, the Revolving Credit Maturity Date in an amount Advances outstanding shall not to exceed in the Commitments of all of the Lenders and (b) the aggregate at principal amount of all outstanding Swing Line Advances (after giving effect to any time amount requested), shall not exceed the lesser of (i) the Commitments of all of the Lenders less the sum of all outstanding Revolving Credit Advances and the Letter of Credit Obligations and (ii) the Swing Line Maximum AmountCommitment. Within the foregoing limits, the Borrower may prior to the Termination Date borrow, repay and reborrow under the Swing Line Bank shall maintain Commitment, subject to and in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each terms and limitations hereof. The interest rate for a Swing Line Advance of such Bank shall be the Daily LIBOR Rate plus the Applicable Margin in effect from time to timetime for Eurodollar Rate Advances (or, including if the amounts of principal and interest payable thereon and paid to such Bank Daily LIBOR Rate is unavailable, the Base Rate plus the Applicable Margin in effect from time to time. The entries made time for Base Rate Advances), and such interest shall be due and payable in such account or accounts arrears on the first Business Day of each month. (b) Each request for a Swing Line Advance (each a “Notice of Swing Line Bank Borrowing”) shall be in writing (or by telephone immediately confirmed in writing, it being understood that the Swing Line Lender may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) in substantially the form of Exhibit B-2 hereto and received by the Swing Line Lender not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day such Swing Line Advance is to be made (or such later time as the Swing Line Lender shall agree in its discretion), specifying in each case (i) the amount to be borrowed, and (ii) the requested borrowing date. The request for such Swing Line Advance shall be irrevocable. The Swing Line Lender shall, to not later than 4:00 p.m. (Pittsburgh, Pennsylvania time) on the extent permitted date specified in the Borrower’s request for such Swing Line Advance, make such Swing Line Advance by applicable law, crediting the deposit account designated by the Borrower in writing at the time of such request. Each Swing Line Advance shall be rebuttably presumptive evidence, absent manifest error, in an original principal amount of the existence and $100,000 or in integral amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not $100,000 in any manner affect the excess thereof. The obligation of the Company Borrower to repay the Swing Line Advances may be evidenced by a promissory note of the Borrower dated the date hereof, payable to the order of the Swing Line Lender in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit A-2 (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”). (c) The Borrower shall have the right at any time and from time to time to prepay the Swing Line Advances, in whole or in part, without premium or penalty, upon prior written, facsimile or telephonic notice to the Swing Line Lender given no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the date of any proposed prepayment (each such date, a “Swing Line Prepayment Date”). Each notice of prepayment shall specify the Swing Line Advance to be prepaid and the amount to be prepaid (which, except in the case of payment in full, shall be in the principal amount of $100,000 or in integral multiples of $100,000 in excess thereof), shall be irrevocable and shall commit the Borrower to prepay such amount on such date. All Swing Line Advances and accrued interest thereon shall be payable on the Termination Date. (d) If a Swing Line Advance has not been repaid within seven (7) Business Days of the date that such Swing Line Advance was made, the Swing Line Lender shall notify the Agent and the Agent shall notify each Lender thereof and of each Lender’s pro rata share (based on its Ratable Share) thereof. Each Lender shall before 12:00 noon (Pittsburgh, Pennsylvania time) on the next Business Day and whether or not one or more Events of Default shall exist (other than an Event of Default under Section 6.01(e)) make available to the Agent, in immediately available funds, the amount of its pro rata share (based on its Ratable Share) of the principal amount of such Swing Line Advance outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Advance to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 3.02. The Agent shall use such funds to repay the principal amount of such Swing Line Advance to the Swing Line Lender. The failure of any Lender to make available to the Agent for the account of the Swing Line Lender a Revolving Credit Advance as provided in this Section 2.03(d) shall be treated for all other amounts owing purposes in the same manner as the failure of a Lender to make a Revolving Credit Advance under Section 2.02(d) and (e) and shall be subject to the provisions of such Sections. (e) Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the Required Lenders shall, require the Borrower to pay interest (“Default Interest on Swing Line Advances”) on (i) the unpaid principal amount of each Swing Line Advance, payable on demand at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time and (ii) to the fullest extent permitted by law, the amount of any interest payable hereunder with respect thereto) made to Company by Swing Line Bank Advances that is not paid when due, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time, provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest on Swing Line Advances shall accrue and be payable hereunder whether or not previously required by the Agent and shall be paid in full on demand. (f) In the event that (i) the Borrower shall fail to repay the Swing Line Lender (A) the outstanding Swing Line Advances together with accrued interest thereon on the Termination Date, (B) the amount of any Swing Line Advance on any Swing Line Prepayment Date for such Swing Line Advance or (C) any amounts required under Section 2.03(g), or (ii) an Event of Default shall occur under Section 6.01(e), the Agent shall promptly notify each Lender of the unpaid amount of such Swing Line Advance(s) (including accrued interest thereon) and of such Lender’s respective participation therein in an amount equal to such Lender’s Ratable Share of such amount. Each Lender shall make available to the Agent for payment to the Swing Line Lender an amount equal to its respective participation therein (including without limitation its pro rata share of accrued but unpaid interest thereon, in same day funds, at the office of the Agent specified in such notice. If such notice is delivered by the Agent by 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available to the Agent on that Business Day. If such notice is delivered after 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available to the Agent on the next Business Day. In the event that any Lender fails to make available to the Agent the amount of such Lender’s participation in such unpaid amount as provided herein, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the Federal Funds Rate for each day during the period between the Business Day such payment is due in accordance with the terms of this AgreementSection 2.03(f) and the date on which such Lender makes available its participation in such unpaid amount. Advances, repayments and readvances The failure of any Lender to make available to the Agent its Ratable Share of any such unpaid amount shall not relieve any other Lender of its obligations hereunder to make available to the Agent its Ratable Share of such unpaid amount on the Business Day such payment is due in accordance with the terms of this Section 2.03(f). The Agent shall promptly distribute to each Lender which has paid all amounts payable by it under this Section 2.03(f) with respect to the unpaid amount of any Swing Line may be madeAdvance, subject to the terms and conditions such Lender’s Ratable Share of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable all payments received by the Company fourteen (14) days after Agent from the date Borrower in repayment of such Swing Line Advance is made andwhen such payments are received; provided, however, that in the event that any eventpayment received by the Lenders shall be required to be returned by the Swing Line Lender, no later any Lender receiving any portion of such payment shall be required to return to the Swing Line Lender such portion thereof previously distributed to it. Notwithstanding anything to the contrary herein, each Lender which has paid all amounts payable by it under this subsection 2.03(f) shall have a direct right to repayment of such amounts from the Borrower subject to the procedures for repaying Lenders set forth in this Section 2.03(f) and the provisions of Section 8.05. (g) In the event the Commitments are terminated in accordance with the terms hereof, the Swing Line Commitment shall also be terminated automatically. In the event the Borrower reduces the aggregate Commitments to less than the Revolving Credit Maturity DateSwing Line Commitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the aggregate Commitments. The Company In the event the Borrower reduces the aggregate Commitments to less than the outstanding principal amount of the Swing Line Advances outstanding, the Borrower shall immediately repay the amount by which the outstanding Swing Line Advances exceeds the Swing Line Commitment as so reduced plus accrued interest thereon. (h) Each Lender acknowledges and agrees that, in making any Swing Line Advance, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the written request representation and warranty of Swing Line Bankthe Borrower deemed made pursuant to Section 3.02, unless, at least one Business Day prior to the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of time such Swing Line Note Advance was made, the Required Lenders shall have notified the Swing Line Lender (with a copy to the Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 3.02 would not be satisfied if such Swing Line Advance were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Advance until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this Section 2.03 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a condition precedent to Default or Event of Default or any reduction or termination of the Restatement Effective DateCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Swing Line Advances. The Swing Line Bank shall, on (1) Upon the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof)in this Agreement, and in reliance upon the representations, warranties and covenants of the Borrower herein, BKB may, in its sole discretion, make one or more short term advances (each such advance being a “Swing Line Advance”"SWING LINE ADVANCES") to the Company, Borrower from time to time on any Business Day during from and after the period from Closing Date and prior to the Amendment Restatement Date Borrowing Base Maturity Date, provided that the Total Outstandings (after giving effect to (but excluding) the all requested Revolving Credit Maturity Date in an amount Loans and Swing Line Advances) shall not to exceed in the aggregate at any time exceed the lesser of (i) the Borrowing Base and (ii) the Total Commitment, PROVIDED, FURTHER that the aggregate outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts amount of Swing Line Bank shallAdvances shall not exceed $5,000,000, to the extent permitted by applicable lawand PROVIDED, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, FURTHER that the failure aggregate principal amount of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Revolving Credit Loans and Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this AgreementBKB shall not at any time exceed BKB's Commitment. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen on such Business Day (14not more than seven (7) days after the date making thereof) as the Borrower shall specify in the Notice of Borrowing or Conversion requesting such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity DateAdvance. The Company agrees that, upon the written Each request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank for a Swing Line Note; provided, Advance hereunder shall constitute a representation and warranty by the Borrowers that the delivery conditions set forth in Section 3.1, in the case of any Swing Line Advance to be made on the Closing Date, and Section 3.2 in the case of all other Swing Line Advances, have been satisfied as of the date of such request. (2) Each Swing Line Note Advance shall not be either a Base Rate Loan or, subject to availability, a Money Market Loan; no Swing Line Advance shall be a condition precedent Eurodollar Loan. No Swing Line Advance shall be requested or made for less than $100,000 in principal amount. (3) Subject to the Restatement Effective Datelimitations set forth above, Swing Line Advances of one Type may be converted into a Loan of another Type in accordance with Section 2.4. No Revolving Credit Loan may be converted into a Swing Line Advance.

Swing Line Advances. The Swing Line Bank shall, on (i) From and after the terms Closing Date and until the Commitment Termination Date and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance being hereunder, a “Swing Line Advance”) to the CompanyBorrower from time to time; provided that if the Swing Line Lender believes in good faith that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on any the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day during the period Day’s prior written notice from the Amendment Restatement Date Lenders instructing it not to (but excluding) make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan in full in immediately available funds on the Facility Maturity Date. (ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Loan. Such note shall be in the principal amount of the Swing Line Commitment, dated the Closing Date and substantially in the form of Exhibit 2.01(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06. The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Facility Maturity Date. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once per month, shall on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (excluding the Swing Line Lender) to make a Revolving Credit Advance to the Borrower in an amount not equal to exceed in such Lender’s Pro Rata Share of the aggregate at any time outstanding principal amount of the Swing Line Maximum Amount. Loan (the “Refunded Swing Line Bank Loan”) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred (in which event the procedures of subsection (iv) below shall maintain apply) and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (iv) If, prior to a repayment of a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(iii), the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, will be deemed to have purchased from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with its usual practice an account Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or accounts evidencing indebtedness other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Administrative Agent or the Swing Line Bank resulting from each Lender, as applicable, the amount required pursuant to Sections 2.01(b)(iii) or (b)(iv), as the case may be, the Swing Line Advance Lender shall be entitled, in its discretion, (x) to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such Bank from time to time, including amount is paid in full at the amounts of principal Federal Funds Rate for the first two Business Days and interest payable thereon at the Index Rate thereafter and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall(y) apply, to the extent permitted and in satisfaction of such amount, any collateral provided by applicable lawor on behalf of such Lender as Adequate Security. (vi) Notwithstanding anything herein to the contrary, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay if the Swing Line Advances (and all other amounts owing with respect thereto) made Lender elects not to Company by make the portion of a Swing Line Bank Advance in respect of any Lender (a “Specified Lender”) pursuant to the proviso to the first sentence of Section 2.01(b), each other Lender’s obligation to make Revolving Credit Advances in accordance with the terms Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) in respect of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each such Swing Line Advance shall mature and be calculated ratably based on the principal amount thereof shall be due and payable by respective Commitments of the Company fourteen Lenders (14) days after other than, for the date such Swing Line Advance avoidance of doubt, any Lender that is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective DateSpecified Lender).

Swing Line Advances. (a) The Swing Line Bank Lender shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars (each such advance being a “Swing Line Advance”) to the CompanyCALP or any Co-Borrower (provided that such Co-Borrower has become a party to this Agreement in compliance with Section 2.1(a) hereof), from time to time on any Business Day during the period from the Amendment Restatement Date date hereof to (but excluding) the Revolving Credit Maturity Date in an amount Amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the Company Borrowers to Swing Line Bank Lender resulting from each Swing Line Advance of such Bank Revolving Credit Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Bank Revolving Credit Lender from time to timetime and shall promptly deliver to Agent a copy of any Request for Advance received hereunder. The entries made in such account or accounts of Swing Line Bank Lender shall, to the extent permitted by applicable law, be rebuttably presumptive conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company such Borrower therein recorded; provided, however, that the failure of Swing Line Bank Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company Borrowers to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company the Borrowers by Swing Line Bank Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen Borrowers on the last day of the Interest Period applicable thereto (14if any) days after the date such Swing Line Advance is made and, in the case of any eventPrime-based Advance, no later than on the Revolving Credit Maturity Date. The Company Each of the Borrowers agrees that, upon the written request of Swing Line BankLender, the Company such Borrower will execute and deliver to Swing Line Bank Lender a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective Date.

Swing Line Advances. The Swing Line Bank shall, on From and after the terms Closing Date and until the Commitment Termination Date and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance being hereunder, a “Swing Line Advance”) to the CompanyBorrower from time to time; provided that if the Swing Line Lender believes in good faith that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on any the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day during the period Day’s prior written notice from the Amendment Restatement Date Lenders instructing it not to (but excluding) make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan in full in immediately available funds on the Facility Maturity Date. (i) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Loan. Such note shall be in the principal amount of the Swing Line Commitment, dated the Restatement Effective Date and substantially in the form of Exhibit 2.01(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06. The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Facility Maturity Date. (ii) The Swing Line Lender, at any time and from time to time no less frequently than once per month, shall on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (excluding the Swing Line Lender) to make a Revolving Credit Advance to the Borrower in an amount not equal to exceed in such Lender’s Pro Rata Share of the aggregate at any time outstanding principal amount of the Swing Line Maximum Amount. Loan (the “Refunded Swing Line Bank Loan”) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred (in which event the procedures of subsection (iv) below shall maintain apply) and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (iii) If, prior to a repayment of a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(iii), the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, will be deemed to have purchased from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (iv) Each Lender’s obligation to make Revolving Credit Advances in accordance with its usual practice an account Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or accounts evidencing indebtedness other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the Company Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Administrative Agent or the Swing Line Bank resulting from each Lender, as applicable, the amount required pursuant to Sections 2.01(b)(iii) or (b)(iv), as the case may be, the Swing Line Advance Lender shall be entitled, in its discretion, (x) to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such Bank from time to time, including amount is paid in full at the amounts of principal Federal Funds Rate for the first two Business Days and interest payable thereon at the Index Rate thereafter and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall(y) apply, to the extent permitted and in satisfaction of such amount, any collateral provided by applicable lawor on behalf of such Lender as Adequate Security. (v) Notwithstanding anything herein to the contrary, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay if the Swing Line Advances (and all other amounts owing with respect thereto) made Lender elects not to Company by make the portion of a Swing Line Bank Advance in respect of any Lender (a “Specified Lender”) pursuant to the proviso to the first sentence of Section 2.01(b), each other Lender’s obligation to make Revolving Credit Advances in accordance with the terms Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) in respect of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each such Swing Line Advance shall mature and be calculated ratably based on the principal amount thereof shall be due and payable by respective Commitments of the Company fourteen Lenders (14) days after other than, for the date such Swing Line Advance avoidance of doubt, any Lender that is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective DateSpecified Lender).

Swing Line Advances. The Swing Line Bank shall, on (i) From and after the terms Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance being hereunder, a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank Borrower from time to time. The entries aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Swing Line Lender shall not make any Swing Line Advance, if after giving effect thereto, a Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). Subject to Section 12.15(b), the Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan in full in immediately available funds on the Commitment Termination Date. (ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Loan. Such note shall be in the principal amount of the Swing Line Commitment, dated the Closing Date and substantially in the form of Exhibit 2.01(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06. The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once per month, shall on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (excluding the Swing Line Lender) to make a Revolving Credit Advance to the Borrower in an amount equal to such Lender’s Pro Rata Share of the principal amount of the Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred (in which event the procedures of subsection (iv) below shall apply) and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given; provided that (i) no Lender shall be required to make such a Revolving Credit Advance if the Swing Line Advance to be financed was made in violation of the fourth sentence of Section 2.01(b)(i) and the Funding Excess resulting therefrom has not yet been cured, (ii) no Lender shall be required to make such account or accounts a Revolving Credit Advance if, after giving effect to such Revolving Credit Advance, the Outstanding Principal Amount of the Revolving Credit Advances made by such Lender would exceed such Lender’s several Commitment and (iii) no Lender shall be required to make such a Revolving Credit Advance after the Final Advance Date. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Bank Lender and applied to repay the Refunded Swing Line Loan. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(iii), the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) shall, except to the extent permitted by applicable lawdescribed in the proviso set forth in the second to last sentence of Section 2.01(b)(iii), be rebuttably presumptive evidenceabsolute and unconditional and shall not be affected by any circumstance, absent manifest errorincluding (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the existence and amounts Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the obligations of foregoing. If any Lender does not make available to the Company therein recorded; provided, however, that Administrative Agent or the failure of Swing Line Bank to maintain such accountLender, as applicable, the amount required pursuant to Sections 2.01(b)(iii) or any error therein(b)(iv), shall not in any manner affect as the obligation of the Company to repay case may be, the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof Lender shall be due and payable by the Company fourteen (14) days after entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such Swing Line Advance amount is made and, paid in any event, no later than full at the Revolving Credit Maturity Date. The Company agrees that, upon Federal Funds Rate for the written request of Swing Line Bank, first two Business Days and at the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective DateIndex Rate thereafter.

Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding Agent shall notify the Swing Line Maximum AmountLender upon Agent's receipt of any Notice of Revolving Credit Advance. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject 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 AgreementSECTION 1.1(b). Each Swing Line Advance shall mature and be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the principal amount thereof shall applicable Borrower in accordance with SECTION 1.1(a). Any such notice must be due and payable by given no later than 10:00 a.m. (California time) on the Company fourteen Business Day of the proposed Swing Line Advance. Unless the Swing Line Lender has received at least one Business Day's prior written notice from Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in SECTION 2.2 (14other than the condition precedent set forth in SECTION 2.2(e)) days after the date be entitled to fund such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of connection with such Swing Line Note 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). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from Agent or Requisite Revolving Lenders instructing it not be a to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in SECTION 2.2 (other than the condition precedent set forth in SECTION 2.2(e)) be entitled to fund such Swing Line Advance and, in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with SECTION 1.1(b)(iii) and to purchase participating interests in accordance with SECTION 1.1(b)(iv). Borrowers shall repay the Restatement Effective Dateaggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. The (a) Swing Line Bank shallLender may, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including at its sole election and without prior notice to or consent by any Lender or Borrower, convert any request or deemed request by Borrower for a Revolving Credit Advance that is a Base Rate Loan into a request for an advance made by, and for the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of of, Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank Lender in accordance with the terms of this Agreement. AdvancesAgreement (each such advance, repayments and readvances under the a “Swing Line may be made, subject to the terms and conditions of this AgreementAdvance"). Each Swing Line Advance shall mature be a Base Rate Loan, and shall be advanced by Swing Line Lender in the same manner as Revolving Credit Advances are advanced hereunder, in accordance with the provisions of Section 2.1, provided, that no Swing Line Advances shall be made at any time that an Event of Default under Sections 9.1(a), (h) or (i) has occurred and is continuing. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Maximum Amount or (B) an amount that results in (i) any Lender’s Revolving Exposure exceeding such ▇▇▇▇▇▇’s Revolving Loan Commitment or (ii) the aggregate Revolving Exposure of all Lenders exceeding the aggregate Revolving Loan Commitments of all Lenders. If at any time the outstanding Swing Line Advances exceed the Swing Line Maximum Amount, then, on the next succeeding Business Day, Borrower shall repay Swing Line Advances, in an aggregate amount equal to such excess. (b) [Reserved]. (c) Swing Line Lender shall give Agent prompt notice of each Swing Line Advance made by Swing Line Lender. In the event that on any Business Day Swing Line Lender desires that all or any portion of the outstanding Swing Line Advances should be reduced, in whole or in part, Swing Line Lender shall notify Agent to that effect and indicate the portion of the Swing Line Advance to be so reduced. Swing Line Lender hereby agrees that it shall notify Agent to reduce the Swing Line Advance to zero at least once every week. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swing Line Lender regarding the reduction of outstanding Swing Line Advances and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the obligation to make a Revolving Credit Advance to repay outstanding Swing Line Advances (or the applicable portion thereof). Each Lender hereby unconditionally and irrevocably agrees to fund to the Loan Account, for the benefit of Swing Line Lender, not later than noon (New York, NY time) on the Business Day immediately following the Business Day of such ▇▇▇▇▇▇’s receipt of such notice from Agent (provided, that if any Lender shall receive such notice at or prior to 10:00 a.m. (New York, NY time) on a Business Day, such funding shall be made by such Lender on such Business Day), such Lender’s Pro Rata Share of a Revolving Credit Advance (which Revolving Credit Advance shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the principal amount thereof shall be due and payable by equal to the Company fourteen (14) days after portion of the date such Swing Line Advance which is made andrequired to be paid to Swing Line Lender under this Section 2.3. The proceeds of any such Revolving Credit Advances so funded shall be immediately paid over to Agent for the benefit of Swing Line Lender for application against then-outstanding Swing Line Advances. For purposes of this Section 2.3, in Swing Line Lender shall be conclusively entitled to assume that, at the time of the advance of any eventSwing Line Advance, no later than each Lender will fund its Pro Rata Share of the Revolving Credit Maturity Date. The Company agrees Advances provided for in this Section 2.3. (d) In the event that, at any time any Swing Line Advances are outstanding, either (i) an Event of Default pursuant to Section 9.1(h) or 9.1(i) has occurred or (ii) the Revolving Loan Commitments have been suspended or terminated in accordance with the provisions of this Agreement, then in either case, each Lender (other than Swing Line Lender) shall be deemed to have irrevocably and immediately purchased and received from Swing Line Lender, without recourse or warranty, an undivided interest and participation in the Swing Line Advances in an aggregate amount equal to such Lender’s Pro Rata Share of each Swing Line Advance outstanding. Any purchase obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever. In the event that on any Business Day Swing Line Lender desires to effect settlement of any such purchase, Swing Line Lender shall promptly notify Agent to that effect and indicate the payment amounts required by each Lender to effect such settlement. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swing Line Lender and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the required payment settlement amount. Each such Lender shall effect such settlement upon receipt of any such notice by transferring to Agent's account specified by Agent to Lenders from time to time not later than noon (New York, NY time) on the written request Business Day immediately following the Business Day of receipt of such notice (provided, that if any such Lender shall receive such notice at or prior to 10:00 a.m. (New York, NY time) on a Business Day, such funding shall be made by such Lender on such Business Day), an amount equal to such Lender’s participation in the Swing Line Advance. (e) In the event any Lender fails to make available to Agent when due the amount of such ▇▇▇▇▇▇’s participation in the Swing Line Advances, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate, for the first 3 days following the due date, and thereafter at the Base Rate plus the Applicable Margin for Base Rate Loans in respect of Swing Line BankAdvances. Any Lender’s failure to make any payment requested under this Section 2.3 shall not relieve any other Lender of its obligations hereunder, but no Lender shall be responsible for the Company will execute and deliver failure of any other Lender to make available to Agent such other ▇▇▇▇▇▇’s required payment hereunder. The obligations of Lenders under this Section 2.3 shall be deemed to be binding upon Agent, Swing Line Bank a Swing Line Note; providedLender and Lenders notwithstanding the occurrence of any Default or Event of Default, that the delivery of such Swing Line Note shall not be a condition precedent or any insolvency or bankruptcy proceeding pertaining to the Restatement Effective DateBorrower or any other Loan Party.

Swing Line Advances. The (a) Swing Line Bank shallLender may, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including at its sole election and without prior notice to or consent by any Lender or Borrower, convert any request or deemed request by Borrower for a Revolving Credit Advance that is a Base Rate Loan into a request for an advance made by, and for the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of of, Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank Lender in accordance with the terms of this Agreement. AdvancesAgreement (each such advance, repayments and readvances under the a “Swing Line may be made, subject to the terms and conditions of this AgreementAdvance”). Each Swing Line Advance shall mature be a Base Rate Loan, and shall be advanced by Swing Line Lender in the same manner as Revolving Credit Advances are advanced hereunder, in accordance with the provisions of Section 2.1 or as otherwise permitted to Section 2.3(b), provided, that no Swing Line Advances shall be made at any time that an Event of Default under Sections 9.1(a), (h) or (i) has occurred and is continuing. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Maximum Amount or (B) an amount that results in (i) 53/Mammoth – Credit Agreement any ▇▇▇▇▇▇’s Revolving Exposure exceeding such ▇▇▇▇▇▇’s Revolving Loan Commitment or (ii) the aggregate Revolving Exposure of all Lenders exceeding the lesser of (x) the Maximum Revolver Amount and (y) the Borrowing Base. If at any time the outstanding Swing Line Advances exceed the Swing Line Maximum Amount, then, on the next succeeding Business Day, Borrower shall repay Swing Line Advances, in an aggregate amount equal to such excess. (b) Swing Line Lender shall give Agent prompt notice of each Swing Line Advance made by Swing Line Lender. In the event that on any Business Day Swing Line Lender desires that all or any portion of the outstanding Swing Line Advances should be reduced, in whole or in part, Swing Line Lender shall notify Agent to that effect and indicate the portion of the Swing Line Advance to be so reduced. Swing Line Lender hereby agrees that it shall notify Agent to reduce the Swing Line Advance to zero at least once every week. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swing Line Lender regarding the reduction of outstanding Swing Line Advances and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the obligation to make a Revolving Credit Advance to repay outstanding Swing Line Advances (or the applicable portion thereof). Each Lender hereby unconditionally and irrevocably agrees to fund to the Loan Account, for the benefit of Swing Line Lender, not later than noon (New York, NY time) on the Business Day immediately following the Business Day of such ▇▇▇▇▇▇’s receipt of such notice from Agent (provided, that if any Lender shall receive such notice at or prior to 10:00 a.m. (New York, NY time) on a Business Day, such funding shall be made by such Lender on such Business Day), such ▇▇▇▇▇▇’s Pro Rata Share of a Revolving Credit Advance (which Revolving Credit Advance shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the principal amount thereof shall be due and payable by equal to the Company fourteen (14) days after portion of the date such Swing Line Advance which is made andrequired to be paid to Swing Line Lender under this Section 2.3. The proceeds of any such Revolving Credit Advances so funded shall be immediately paid over to Agent for the benefit of Swing Line Lender for application against then-outstanding Swing Line Advances. For purposes of this Section 2.3 Swing Line Lender shall be conclusively entitled to assume that, in at the time of the advance of any eventSwing Line Advance, no later than each Lender will fund its Pro Rata Share of the Revolving Credit Maturity Date. The Company agrees Advances provided for in this Section 2.3. (c) In the event that, upon the written request of at any time any Swing Line BankAdvances are outstanding, either (i) an Event of Default pursuant to Section 9.1(h) or 9.1(i) has occurred or (ii) the Company will execute and deliver to Revolving Loan Commitments has been suspended or terminated in accordance with the provisions of this Agreement, then in either case, each Lender (other than Swing Line Bank a Lender) shall be deemed to have irrevocably and immediately purchased and received from Swing Line Note; Lender, without recourse or warranty, an undivided interest and participation in the Swing Line Advances in an aggregate amount equal to such Lender’s Pro Rata Share of each Swing Line Advance outstanding. Any purchase obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever. In the event that on any Business Day Swing Line Lender desires to effect settlement of any such purchase, Swing Line Lender shall promptly notify Agent to that effect and indicate the payment amounts required by each Lender to effect such settlement. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swing Line Lender and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the required payment settlement amount. Each such Lender shall effect such settlement upon receipt of any such notice by transferring to Agent’s account specified by Agent to Lenders from time to time not later than noon (New York, NY time) on the Business Day immediately following the Business Day of receipt of such notice (provided, that if any such Lender shall receive such notice at or prior to 10:00 a.m. (New York, NY time) on a Business Day, such funding shall be made by such Lender on such Business Day), an amount equal to such ▇▇▇▇▇▇’s participation in the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective DateAdvance.

Swing Line Advances. The Swing Line Bank shall, on (i) From and after the terms Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance being hereunder, a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank Borrower from time to time. The entries made in such account or accounts aggregate amount of the Swing Line Bank Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the lesser of (1) the Swing Line Commitment, and (2) the excess (if any) of (A) the lesser of (I) the Aggregate Commitment and (II) the Borrowing Base over (B) the aggregate outstanding amount of Revolving Credit Advances and Letter of Credit Obligations. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Bank Advance, and to maintain have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). Notwithstanding any other provision of this Agreement, each Swing Line Advance shall constitute an Index Rate Advance. The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan upon demand therefor by the Administrative Agent. (ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Advances which may be made hereunder from time to time by the Swing Line Lender. Such note shall be in the principal amount of the Swing Line Commitment, dated the Closing Date and substantially in the form of Exhibit 2.01(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06. The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once per week, shall on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (including the Swing Line Lender) to make a Revolving Credit Advance to the Borrower (which shall be an Index Rate Advance) in an amount equal to such accountLender’s Pro Rata Share of the principal amount of the Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Sections 9.01(d) or (e) has occurred (in which event the procedures of subsection (iv) below shall apply) and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(iii), one of the events described in Sections 9.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 2.01(b)(iii) or any error therein(b)(iv), shall not in any manner affect as the obligation of the Company to repay case may be, the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof Lender shall be due and payable by the Company fourteen (14) days after entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such Swing Line Advance amount is made and, paid in any event, no later than full at the Revolving Credit Maturity Date. The Company agrees that, upon Federal Funds Rate for the written request of Swing Line Bank, first two Business Days and at the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective DateIndex Rate thereafter.

Swing Line Advances. The (a) Swing Line Bank shallLender may, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including at its sole election and without prior notice to or consent by any Lender or Borrower, convert any request or deemed request by Borrower for a Revolving Credit Advance that is a Base Rate Loan into a request for an advance made by, and for the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of of, Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank Lender in accordance with the terms of this Agreement. AdvancesAgreement (each such advance, repayments and readvances under the a “Swing Line may be made, subject to the terms and conditions of this AgreementAdvance”). Each Swing Line Advance shall mature be a Base Rate Loan, and shall be advanced by Swing Line Lender in the same manner as Revolving Credit Advances are advanced hereunder, in accordance with the provisions of Section 2.1 or as provided, that no Swing Line Advances shall be made at any time that an Event of Default under Section 9.1(a), (h) or (i) has occurred and is continuing. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Maximum Amount and (B) Borrowing Availability. If at any time the outstanding Swing Line Advances exceed the Swing Line Maximum Amount, then, on the next succeeding Business Day, Borrower shall repay Revolving Credit Advances and/or Swing Line Advances, cash collateralize Letter of Credit Obligations in the manner specified on Annex A or cause the cancellation of outstanding Letters of Credit, or any combination of the foregoing, in an aggregate amount equal to such excess. (b) Swing Line Lender shall give Agent prompt notice of each Swing Line Advance made by Swing Line Lender. In the event that on any Business Day Swing Line Lender desires that all or any portion of the outstanding Swing Line Advances should be reduced, in whole or in part, Swing Line Lender shall notify Agent to that effect and indicate the portion of the Swing Line Advance to be so reduced. Swing Line Lender hereby agrees that it shall notify Agent to reduce the Swing Line Advance to zero at least once every week. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swing Line Lender regarding the reduction of outstanding Swing Line Advances and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the obligation to make a Revolving Credit Advance to repay outstanding Swing Line Advances (or the applicable portion thereof). Each Lender hereby unconditionally and irrevocably agrees to fund to the Loan Account, for the benefit of Swing Line Lender, not later than 12:00 noon on the Business Day immediately following the Business Day of such Lender’s receipt of such notice from Agent (provided, that if any Lender shall receive such notice at or prior to 10:00 a.m. on a Business Day, such funding shall be made by such Lender on such Business Day), such Lender’s Pro Rata Share of a Revolving Credit Advance (which Revolving Credit Advance shall be a Base Rate Loan and shall be deemed to be requested by Borrower) in the principal amount thereof shall be due and payable by equal to the Company fourteen (14) days after portion of the date such Swing Line Advance which is made andrequired to be paid to Swing Line Lender under this Section 2.3. The proceeds of any such Revolving Credit Advances so funded shall be immediately paid over to Agent for the benefit of Swing Line Lender for application against then-outstanding Swing Line Advances. For purposes of this Section 2.3 Swing Line Lender shall be conclusively entitled to assume that, in at the time of the advance of any eventSwing Line Advance, no later than each Lender will fund its Pro Rata Share of the Revolving Credit Maturity Date. The Company agrees Advances provided for in this Section 2.3. (c) In the event that, at any time any Swing Line Advances are outstanding, either (i) an Event of Default pursuant to Section 9.1(h) or 9.1(i) has occurred or (ii) the Revolving Loan Commitment has been suspended or terminated in accordance with the provisions of this Agreement, then in either case, each Lender (other than Swing Line Lender) shall be deemed to have irrevocably and immediately purchased and received from Swing Line Lender, without recourse or warranty, an undivided interest and participation in the Swing Line Advances in an aggregate amount equal to such Lender’s Pro Rata Share of each Swing Line Advance outstanding. Any purchase obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever. In the event that on any Business Day Swing Line Lender desires to effect settlement of any such purchase, Swing Line Lender shall promptly notify Agent to that effect and indicate the payment amounts required by each Lender to effect such settlement. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swing Line Lender and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the required payment settlement amount. Each such Lender shall effect such settlement upon receipt of any such notice by transferring to Agent’s account specified by Agent to Lenders from time to time not later than 12:00 noon on the written request Business Day immediately following the Business Day of receipt of such notice (provided, that if any such Lender shall receive such notice at or prior to 10:00 a.m. on a Business Day, such funding shall be made by such Lender on such Business Day), an amount equal to such Lender’s participation in the Swing Line Advance. (d) In the event any Lender fails to make available to Agent when due the amount of such Lender’s participation in the Swing Line Advances, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate, for the first 3 days following the due date, and thereafter at the Base Rate plus the Applicable Margin for Base Rate Loans in respect of Swing Line BankAdvances. Any Lender’s failure to make any payment requested under this Section 2.3 shall not relieve any other Lender of its obligations hereunder, but no Lender shall be responsible for the Company will execute and deliver failure of any other Lender to make available to Agent such other Lender’s required payment hereunder. The obligations of Lenders under this Section 2.3 shall be deemed to be binding upon Agent, Swing Line Bank a Swing Line Note; providedLender and Lenders notwithstanding the occurrence of any Default or Event of Default, that the delivery of such Swing Line Note shall not be a condition precedent or any insolvency or bankruptcy proceeding pertaining to the Restatement Effective DateBorrower or any other Loan Party.

Swing Line Advances. The Swing Line Bank shall, on (i) On the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof)in this Agreement, make one or more advances (each such advance being a “the Swing Line Advance”) to the CompanyLender agrees to, from time to time-to-time on any Business Day during before the period from Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Amendment Restatement Date Borrowers for periods of up to seven Business Days (but excluding) may be rolled over for an additional seven Business Day period upon the Revolving Credit due date of the Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not to exceed less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its \ participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an account Event of Default or accounts evidencing indebtedness the termination of the Company Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, any of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreementforegoing. Each Swing Line Advance Advance, once so participated by any Lender, shall mature and the principal amount thereof shall cease to be due and payable by the Company fourteen (14) days after the date such a Swing Line Advance is made with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, in any eventfrom and after the effective date of such agreement, no later than (i) such successor Lender shall have all the Revolving Credit Maturity Date. The Company agrees that, upon rights and obligations of the written request of previous Swing Line Bank, Lender under this Agreement and the Company will execute other Loan Documents and deliver (ii) references herein and in the other Loan Documents to the term “Swing Line Bank a Lender” shall be deemed to refer to such successor or to any previous Swing Line Note; providedLender, that as the delivery of such Swing Line Note context shall not be a condition precedent to the Restatement Effective Daterequire.

Swing Line Advances. The Swing Line Bank shall, on (i) From and after the terms Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance being hereunder, a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank Borrower from time to time. The entries aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Swing Line Lender shall not make any Swing Line Advance, if after giving effect thereto, a Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv). The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan in full in immediately available funds on the Commitment Termination Date. (ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Loan. Such note shall be in the principal amount of the Swing Line Commitment, dated the Closing Date and substantially in the form of Exhibit 2.01(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06. The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. (iii) The Swing Line Lender, at any time and from time to time no less frequently than once per month, shall on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (excluding the Swing Line Lender) to make a Revolving Credit Advance to the Borrower in an amount equal to such Lender’s Pro Rata Share of the principal amount of the Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred (in which event the procedures of subsection (iv) below shall apply) and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Revolving Credit Advance are then satisfied, each Lender (subject to Section 2.01(c)) shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given; provided that (i) no Lender shall be required to make such a Revolving Credit Advance if the Swing Line Advance to be financed was made in violation of the fourth sentence of Section 2.01(b)(i) and the Funding Excess resulting therefrom has not yet been cured, (ii) no Lender shall be required to make such account or accounts a Revolving Credit Advance if, after giving effect to such Revolving Credit Advance, the Outstanding Principal Amount of the Revolving Credit Advances made by such Lender would exceed such Lender’s several Commitment and (iii) no Lender shall be required to make such a Revolving Credit Advance after the Final Advance Date. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Bank Lender and applied to repay the Refunded Swing Line Loan. (iv) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(iii), the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(v) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) shall, except to the extent permitted by applicable lawdescribed in the proviso set forth in the second to last sentence of Section 2.01(b)(iii) and as set forth in Section 2.01(c), be rebuttably presumptive evidenceabsolute and unconditional and shall not be affected by any circumstance, absent manifest errorincluding (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the existence and amounts Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the obligations of foregoing. If any Lender does not make available to the Company therein recorded; provided, however, that Administrative Agent or the failure of Swing Line Bank to maintain such accountLender, as applicable, the amount required pursuant to Sections 2.01(b)(iii) or any error therein(b)(iv), shall not in any manner affect as the obligation of the Company to repay case may be, the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof Lender shall be due and payable by the Company fourteen (14) days after entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such Swing Line Advance amount is made and, paid in any event, no later than full at the Revolving Credit Maturity Date. The Company agrees that, upon Federal Funds Rate for the written request of Swing Line Bank, first two Business Days and at the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective DateIndex Rate thereafter.

Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding Agent shall notify the Swing Line Maximum AmountLender upon Agent's receipt of any Notice of Revolving Credit Advance. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject 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 Borrowing Base, in each case less the outstanding balance of the Revolving Loan and Term Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this AgreementSection 1.1(c). Each Swing Line Advance shall mature and be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the principal amount thereof Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be due and payable by the Company fourteen (14) days after the date entitled to fund such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of connection with such Swing Line Note Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participating interests in accordance with Section 1.1(c)(iv). Borrower shall not be a condition precedent to repay the Restatement Effective Dateaggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. The Domestic Swing Line Bank shallLender agrees to make, or to cause an Appropriate Swing Line Lender to make, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof)forth, make one or more advances (each such advance being a “Swing Line Advance”) Advances in US Dollars or any Offshore Currency to the Company, Domestic Borrower or any Offshore Borrower from time to time on any Business Day during the period from the Amendment Restatement Effective Date to until the Termination Date (but excludingi) the Revolving Credit Maturity Date in an aggregate amount (calculated on any date of determination for purposes of each Offshore Swing Line Advance, as the US Dollar Equivalent of such Offshore Swing Line Advance on such date) not to exceed in the aggregate at any time outstanding US$20,000,000 (the "SWING LINE SUB-FACILITY"), (ii) in an amount for each such Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness Borrowing (calculated on any date of the Company to Swing Line Bank resulting from determination for purposes of each Swing Line Advance Borrowing in an Offshore Currency, as the US Dollar Equivalent of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, Borrowing Credit Agreement on such date) not to exceed the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, aggregate of the existence and amounts Unused Revolving Credit Commitments of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain Revolving Credit Lenders at such account, as applicable, or any error therein, shall not time and (iii) in any manner affect the obligation of the Company to repay the an aggregate amount for all Swing Line Advances (and all other amounts owing with respect thereto) made in each Applicable Currency, not to Company by exceed the Applicable Swing Line Bank in accordance with the terms of this AgreementSub-Limit for such Applicable Currency. Advances, repayments and readvances under the No Swing Line may Advance shall be made, subject to used for the terms and conditions purpose of this Agreementfunding the payment of principal of any other Swing Line Advance. Each Swing Line Advance shall mature and the principal amount thereof Borrowing in US Dollars shall be due in an amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and payable by the Company fourteen (14) days after the date such shall be made as a Base Rate Advance. Each Swing Line Advance is Borrowing in an Offshore Currency shall be in an amount of the US Dollar Equivalent of $250,000 or an integral multiple of $100,000 in excess thereof and shall be made andas a Base Rate Advance. Within the limits of the Swing Line Sub-Facility and within the limits referred to in clauses (ii) and (iii) above, so long as the Domestic Swing Line Lender, in any eventits sole discretion, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of elects to make Swing Line BankAdvances, or to cause another Appropriate Swing Line Lender to make Swing Line Advances, the Company will execute Domestic Borrower or any Offshore Borrower may borrow under this Section 2.01(d), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective Datereborrow under this Section 2.01(d).

Swing Line Advances. The Swing Line Bank shall, on (a) Upon the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof)in this Agreement, and in reliance upon the representations, warranties and covenants of the Borrower herein, Fleet may, in its sole discretion, make one or more short term advances (each such advance being a “"Swing Line Advance”Advances") to the Company, Borrower from time to time on from and after the Closing Date and prior to the Maturity Date, provided that the sum of all outstanding Revolving Credit Loans, Swing Line Advances and Letter of Credit Usage (after giving effect to all requested Revolving Credit Loans, Swing Line Advances and Letters of Credit) shall not at any Business Day during the period from the Amendment Restatement Date to (but excluding) time exceed the Revolving Credit Maturity Date in an amount not to exceed in Commitment, provided, further that the aggregate outstanding principal amount of Swing Line Advances shall not exceed $3,500,000, and provided, further that the aggregate principal amount of Revolving Credit Loans, Swing Line Advances and Letter of Credit Usage made by Fleet shall not at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreementexceed Fleet's Commitment. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company on such Banking Day (not more than fourteen (14) days after the making thereof) as the Borrower shall specify in the notice of borrowing or conversion requesting such Swing Line Advance. Each request for a Swing Line Advance hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 6.1 have been satisfied as of the date of such request. (b) Each Swing Line Advance shall be a Base Rate Loan; no Swing Line Advance shall be a LIBOR Loan. No Swing Line Advance shall be requested or made for less than $100,000 in principal amount. No Revolving Credit Loan may be converted into a Swing Line Advance. (c) Upon the satisfaction of the conditions set forth in Section 6, to the extent applicable, Fleet will make available to the Borrower the amount of any Swing Line Advance that Fleet determines, in its sole discretion, to make. If any Swing Line Advance is not repaid when due, upon written demand by Fleet given to the Agent and each other Lender, each other Lender shall purchase from Fleet, and Fleet shall sell and assign to each such Lender, such other Lender's pro rata share (based on its Commitment) of such unpaid Swing Line Advance as of the date of such advance, by making available to the Agent, at its head office, in immediately available funds, an amount equal to the pro rata portion of outstanding principal amount of such Swing Line Advance to be purchased by such other Lender. The Borrower hereby agrees to each such sale and assignment. Each such Lender agrees to make such purchase of its share of the unpaid Swing Line Advance on (i) the Banking Day on which such demand is made andby Fleet, in any event, no provided that notice of such demand is given not later than 12:00 noon (Boston time) on such Banking Day, or (ii) the Revolving Credit Maturity Datefirst Banking Day next succeeding such demand if notice of such demand is given after such time. The Company agrees thatUpon any such assignment, upon Fleet represents and warrants to each such other Lender that Fleet is the written request legal and beneficial owner of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of interest in such Swing Line Note shall not be a condition precedent Advance being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance. If any such other Lender makes available to the Restatement Effective DateAgent such amount on a date after the date such interest is to be assigned to it, such Lender shall pay to Fleet on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the Federal Funds Rate for 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 Fleet, such amount so paid in respect of principal shall constitute a Revolving Credit Loan which is a Base Rate Loan made by such Lender on such date for purposes of this Agreement.

Swing Line Advances. (a) The Swing Line Bank shallLender may, on subject to the terms and subject to the conditions hereinafter set forth (including without limitation the provisions of Section 2.5(c) hereof), but shall not be required to, make one or more advances Advances (each such advance being a “"Swing Line Advance”") to the Company, Borrower from time to time on any Business Day during the period from the Amendment Restatement Effective Date to hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate amount not to exceed in the aggregate at any one time outstanding the Swing Line Maximum Amount. Subject to the terms set forth herein, advances, repayments and readvances may be made under the Swing Line. (b) Accrual of Interest and Maturity; Evidence of Indebtedness. (i) Swing Line Bank Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company Borrower to Swing Line Bank Lender resulting from each Swing Line Advance of such Bank from time to time, including the amounts amount and date of principal each Swing Line Advance, its Applicable Interest Rate, its Interest Period, if any, and interest payable thereon the amount and paid to such Bank date of any repayment made on any Swing Line Advance from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, Lender shall be rebuttably presumptive prima facie evidence, absent manifest error, of the existence and amounts of the obligations of the Company Borrower therein recorded; provided, however, that the failure of Swing Line Bank Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen . (14ii) days after the date such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date. The Company Borrower agrees that, upon the written request of Swing Line BankLender, the Company Borrower will execute and deliver to Swing Line Bank Lender a Swing Line Note; provided, that . (iii) Borrower unconditionally promises to pay to the delivery Swing Line Lender the then unpaid principal amount of such Swing Line Note shall not Advance (plus all accrued and unpaid interest) on the Revolving Credit Maturity Date and on such other dates and in such other amounts as may be a condition precedent required from time to time pursuant to this Agreement. Subject to the Restatement Effective Dateterms and conditions hereof, each Swing Line Advance shall, from time to time after the date of such Advance (until paid), bear interest at its Applicable Interest Rate.

Swing Line Advances. The Agent shall notify the Swing Line Bank shall, on Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and subject to conditions hereof, the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof)Swing Line Lender may, in its discretion, make one or more advances (each such advance being a “Swing Line Advance”) to the Company, available from time to time on until the Commitment Termination Date advances (each, a "Swing Line Advance") in accordance with any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an such notice. The aggregate amount of Swing Line Advances outstanding shall not to exceed in the aggregate at any time outstanding the lesser of (A) the Swing Line Commitment and (B) the lesser of (1) the Maximum Amount. 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 Bank Availability"). Moreover, except for Overadvances, the Swing Line Loan outstanding to any Borrower shall maintain 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 Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the applicable Borrower in accordance with its usual practice an account or accounts evidencing indebtedness Section 1.1(a). Any such notice must be given no later than 10:00 a.m. (California time) on the Business Day of the Company to proposed Swing Line Bank resulting Advance. Unless the Swing Line Lender has received at least one Business Day's prior written notice from each Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Advance of and, in connection with such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank 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). Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from Agent or Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to fund such Swing Line Bank Advance and, in connection with such Swing Line Advance, to maintain such account, as applicable, or any error therein, 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 not in any manner affect repay the obligation aggregate outstanding principal amount of the Company to repay the Swing Line Loan upon demand therefor by Agent, which repayment shall be made exclusively from the proceeds of Revolving Credit Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject Agreement pursuant to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen (14Section 1.11(b) days after the date such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective Dateor otherwise.

Swing Line Advances. The (a) Swing Line Bank shallLender may, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including at its sole election and without prior notice to or consent by any Lender or Borrower, convert any request or deemed request by Borrower for a Revolving Credit Advance that is a Base Rate Loan into a request for an advance made by, and for the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of of, Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank Lender in accordance with the terms of this Agreement. AdvancesAgreement (each such advance, repayments and readvances under the a “Swing Line may be made, subject to the terms and conditions of this AgreementAdvance”). Each Swing Line Advance shall mature be a Base Rate Loan, and the principal amount thereof shall be due advanced by Swing Line Lender in the same manner as Revolving Credit Advances are advanced hereunder, in accordance with the provisions of Section 2.1 or as otherwise permitted to Section 2.3(b), provided, that no Swing Line Advances shall be made at any time that an Event of Default under Sections 9.1(a), (h) or (i) has occurred and payable by is continuing. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the Company fourteen lesser of (14A) days after the date Swing Line Maximum Amount or (B) an amount that results in (i) any Lender’s Revolving Exposure exceeding such Lender’s Revolving Loan Commitment or (ii) the aggregate Revolving Exposure of all Lenders exceeding the lesser of (x) the Maximum Revolver Amount and (y) the Borrowing Base. If at any time the outstanding Swing Line Advances exceed the Swing Line Maximum Amount, then, on the next succeeding Business Day, Borrower shall repay Swing Line Advances, in an aggregate amount equal to such excess. (b) Swing Line Lender shall give Agent prompt notice of each Swing Line Advance is made andby Swing Line Lender. In the event that on any Business Day Swing Line Lender desires that all or any portion of the outstanding Swing Line Advances should be reduced, in any eventwhole or in part, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, Lender shall notify Agent to that effect and indicate the Company will execute and deliver to portion of the Swing Line Bank a Advance to be so reduced. Swing Line Note; provided, Lender hereby agrees that it shall notify Agent to reduce the delivery of such Swing Line Note Advance to zero at least once every week. Agent agrees to transmit to Lenders the information contained in each notice received by Agent from Swing Line Lender regarding the reduction of outstanding Swing Line Advances and shall not be a condition precedent to the Restatement Effective Date.concurrently notify such Lenders of each such Lender’s Pro Rata Share of the

Swing Line Advances. The Swing Line Bank shall, on (a) Upon the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof)in this Agreement, and in reliance upon the representations, warranties and covenants of the Borrower herein, BKB may, in its sole discretion, make one or more short term advances (each such advance being a “"Swing Line Advance”Advances") to the Company, Borrower from time to time on any Business Day during from and after the period from Closing Date and prior to the Amendment Restatement Date Borrowing Base Maturity Date, provided that the Total Outstandings (after giving effect to (but excluding) the all requested Revolving Credit Maturity Date in an amount Loans and Swing Line Advances) shall not to exceed in the aggregate at any time exceed the lesser of (i) the Borrowing Base and (ii) the Total Commitment, provided, further that the aggregate outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts amount of Swing Line Bank shallAdvances shall not exceed $5,000,000, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, further that the failure aggregate principal amount of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Revolving Credit Loans and Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this AgreementBKB shall not at any time exceed BKB's Commitment. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen on such Business Day (14not more than seven (7) days after the date making thereof) as the Borrower shall specify in the Notice of Borrowing or Conversion requesting such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity DateAdvance. The Company agrees that, upon the written Each request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank for a Swing Line Note; provided, Advance hereunder shall constitute a representation and warranty by the Borrowers that the delivery conditions set forth in Section 3.1, in the case of any Swing Line Advance to be made on the Closing Date, and Section 3.2 in the case of all other Swing Line Advances, have been satisfied as of the date of such request. (b) Each Swing Line Note Advance shall not be either a Base Rate Loan or, subject to availability, a Money Market Loan; no Swing Line Advance shall be a condition precedent Eurodollar Loan. No Swing Line Advance shall be requested or made for less than $100,000 in principal amount. (c) Subject to the Restatement Effective Datelimitations set forth above, Swing Line Advances of one Type may be converted into a Loan of another Type in accordance with Section 2.4. No Revolving Credit Loan may be converted into a Swing Line Advance.

Swing Line Advances. The Swing Line Bank shall, on (a) Subject to the terms and subject to conditions hereof, and relying on the conditions hereinafter representations and warranties herein set forth forth, the Swing Line Lender shall make swing line loans (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a the “Swing Line AdvanceAdvances”) to the Company, Borrower at any time or from time to time on after the date hereof to, but not including the Termination Date in an aggregate outstanding principal amount up to but not in excess of the amount of the Swing Line Commitment as requested by the Borrower; provided, that, (a) after giving effect to any Business Day during the period from the Amendment Restatement Date to (but excluding) amount requested, the Revolving Credit Maturity Date in an amount Advances outstanding shall not to exceed in the Commitments of all of the Lenders and (b) the aggregate at principal amount of all outstanding Swing Line Advances (after giving effect to any time amount requested), shall not exceed the lesser of (i) the Commitments of all of the Lenders less the sum of all outstanding Revolving Credit Advances and the Letter of Credit Obligations and (ii) the Swing Line Maximum AmountCommitment. Within the foregoing limits, the Borrower may prior to the Termination Date borrow, repay and reborrow under the Swing Line Bank shall maintain Commitment, subject to and in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each terms and limitations hereof. The interest rate for a Swing Line Advance of such Bank shall be the Daily LIBOR Rate plus the Applicable Margin in effect from time to timetime for Eurodollar Rate Advances (or, including if the amounts of principal and interest payable thereon and paid to such Bank Daily LIBOR Rate is unavailable, the Base Rate plus the Applicable Margin in effect from time to time. The entries made time for Base Rate Advances), and such interest shall be due and payable in such account or accounts arrears on the first Business Day of each month. (b) Each request for a Swing Line Advance (each a “Notice of Swing Line Bank Borrowing”) shall be in writing (or by telephone immediately confirmed in writing, it being understood that the Swing Line Lender may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) in substantially the form of Exhibit B-2 hereto and received by the Swing Line Lender not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day such Swing Line Advance is to be made (or such later time as the Swing Line Lender shall agree in its discretion), specifying in each case (i) the amount to be borrowed, and (ii) the requested borrowing date. The request for such Swing Line Advance shall be irrevocable. The Swing Line Lender shall, to not later than 4:00 p.m. (Pittsburgh, Pennsylvania time) on the extent permitted date specified in the Borrower’s request for such Swing Line Advance, make such Swing Line Advance by applicable law, crediting the deposit account designated by the Borrower in writing at the time of such request. Each Swing Line Advance shall be rebuttably presumptive evidence, absent manifest error, in an original principal amount of the existence and $100,000 or in integral amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not $100,000 in any manner affect the excess thereof. The obligation of the Company Borrower to repay the Swing Line Advances may be evidenced by a promissory note of the Borrower dated the date hereof, payable to the Swing Line Lender in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit A-2 (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”). (c) The Borrower shall have the right at any time and from time to time to prepay the Swing Line Advances, in whole or in part, without premium or penalty, upon prior written, facsimile or telephonic notice to the Swing Line Lender given no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the date of any proposed prepayment (each such date, a “Swing Line Prepayment Date”). Each notice of prepayment shall specify the Swing Line Advance to be prepaid and the amount to be prepaid (which, except in the case of payment in full, shall be in the principal amount of $100,000 or in integral multiples of $100,000 in excess thereof), shall be irrevocable and shall commit the Borrower to prepay such amount on such date. All Swing Line Advances and accrued interest thereon shall be payable on the Termination Date. (d) If a Swing Line Advance has not been repaid within seven (7) Business Days of the date that such Swing Line Advance was made, the Swing Line Lender shall notify the Agent and the Agent shall notify each Lender thereof and of each Lender’s pro rata share (based on its Ratable Share) thereof. Each Lender shall before 12:00 noon (Pittsburgh, Pennsylvania time) on the next Business Day and whether or not one or more Events of Default shall exist (other than an Event of Default under Section 6.01(e)) make available to the Agent, in immediately available funds, the amount of its pro rata share (based on its Ratable Share) of the principal amount of such Swing Line Advance outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Advance to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 3.02. The Agent shall use such funds to repay the principal amount of such Swing Line Advance to the Swing Line Lender. The failure of any Lender to make available to the Agent for the account of the Swing Line Lender a Revolving Credit Advance as provided in this Section 2.03(d) shall be treated for all other amounts owing purposes in the same manner as the failure of a Lender to make a Revolving Credit Advance under Section 2.02(d) and (e) and shall be subject to the provisions of such Sections. (e) Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the Required Lenders shall, require the Borrower to pay interest (“Default Interest on Swing Line Advances”) on (i) the unpaid principal amount of each Swing Line Advance, payable on demand at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time and (ii) to the fullest extent permitted by law, the amount of any interest payable hereunder with respect thereto) made to Company by Swing Line Bank Advances that is not paid when due, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time, provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest on Swing Line Advances shall accrue and be payable hereunder whether or not previously required by the Agent and shall be paid in full on demand. (f) In the event that (i) the Borrower shall fail to repay the Swing Line Lender (A) the outstanding Swing Line Advances together with accrued interest thereon on the Termination Date, (B) the amount of any Swing Line Advance on any Swing Line Prepayment Date for such Swing Line Advance or (C) any amounts required under Section 2.03(g), or (ii) an Event of Default shall occur under Section 6.01(e), the Agent shall promptly notify each Lender of the unpaid amount of such Swing Line Advance(s) (including accrued interest thereon) and of such Lender’s respective participation therein in an amount equal to such Lender’s Ratable Share of such amount. Each Lender shall make available to the Agent for payment to the Swing Line Lender an amount equal to its respective participation therein (including without limitation its pro rata share of accrued but unpaid interest thereon), in same day funds, at the office of the Agent specified in such notice. If such notice is delivered by the Agent by 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available to the Agent on that Business Day. If such notice is delivered after 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available to the Agent on the next Business Day. In the event that any Lender fails to make available to the Agent the amount of such Lender’s participation in such unpaid amount as provided herein, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the higher of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each day during the period between the Business Day such payment is due in accordance with the terms of this AgreementSection 2.03(f) and the date on which such Lender makes available its participation in such unpaid amount. Advances, repayments and readvances The failure of any Lender to make available to the Agent its Ratable Share of any such unpaid amount shall not relieve any other Lender of its obligations hereunder to make available to the Agent its Ratable Share of such unpaid amount on the Business Day such payment is due in accordance with the terms of this Section 2.03(f). The Agent shall promptly distribute to each Lender which has paid all amounts payable by it under this Section 2.03(f) with respect to the unpaid amount of any Swing Line may be madeAdvance, subject to the terms and conditions such Lender’s Ratable Share of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable all payments received by the Company fourteen (14) days after Agent from the date Borrower in repayment of such Swing Line Advance is made andwhen such payments are received; provided, however, that in the event that any eventpayment received by the Lenders shall be required to be returned by the Swing Line Lender, no later any Lender receiving any portion of such payment shall be required to return to the Swing Line Lender such portion thereof previously distributed to it. Notwithstanding anything to the contrary herein, each Lender which has paid all amounts payable by it under this subsection 2.03(f) shall have a direct right to repayment of such amounts from the Borrower subject to the procedures for repaying Lenders set forth in this Section 2.03(f) and the provisions of Section 8.05. (g) In the event the Commitments are terminated in accordance with the terms hereof, the Swing Line Commitment shall also be terminated automatically. In the event the Borrower reduces the aggregate Commitments to less than the Revolving Credit Maturity DateSwing Line Commitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the aggregate Commitments. The Company In the event the Borrower reduces the aggregate Commitments to less than the outstanding principal amount of the Swing Line Advances outstanding, the Borrower shall immediately repay the amount by which the outstanding Swing Line Advances exceeds the Swing Line Commitment as so reduced plus accrued interest thereon. (h) Each Lender acknowledges and agrees that, in making any Swing Line Advance, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the written request representation and warranty of Swing Line Bankthe Borrower deemed made pursuant to Section 3.02, unless, at least one Business Day prior to the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of time such Swing Line Note Advance was made, the Required Lenders shall have notified the Swing Line Lender (with a copy to the Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 3.02 would not be satisfied if such Swing Line Advance were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Advance until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this Section 2.03 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a condition precedent to Default or Event of Default or any reduction or termination of the Restatement Effective DateCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Swing Line Advances. The Swing Line Bank shall, on (a) Upon the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof)in this Agreement, and in reliance upon the representations, warranties and covenants of the Borrower herein, Fleet may, in its sole discretion, make one or more short term advances (each such advance being a “Swing Line Advance”"SWING LINE ADVANCES") to the Company, Borrower from time to time on any Business Day during from and after the period from Closing Date and prior to the Amendment Restatement Date Borrowing Base Maturity Date, PROVIDED that the Total Outstandings (after giving effect to (but excluding) the all requested Revolving Credit Maturity Date in an amount Loans and Swing Line Advances) shall not to exceed in the aggregate at any time exceed the lesser of (i) the Borrowing Base and (ii) the Total Commitment, PROVIDED, FURTHER that the aggregate outstanding the Swing Line Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts amount of Swing Line Bank shallAdvances shall not exceed $10,000,000, to the extent permitted by applicable lawand PROVIDED, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, FURTHER that the failure aggregate principal amount of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Revolving Credit Loans and Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this AgreementFleet shall not at any time exceed Fleet's Commitment. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen on such Business Day (14not more than seven (7) days after the date making thereof) as the Borrower shall specify in the Notice of Borrowing or Conversion requesting such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity DateAdvance. The Company agrees that, upon the written Each request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank for a Swing Line Note; provided, Advance hereunder shall constitute a representation and warranty by the Borrower that the delivery conditions set forth in Section 3.1, in the case of any Swing Line Advance to be made on the Closing Date, and Section 3.2 in the case of all other Swing Line Advances, have been satisfied as of the date of such request. (b) Each Swing Line Note Advance shall not be either a Base Rate Loan or, subject to availability, a Money Market Loan; no Swing Line Advance shall be a condition precedent LIBOR Loan. No Swing Line Advance shall be requested or made for less than $100,000 in principal amount. (c) Subject to the Restatement Effective Datelimitations set forth above, Swing Line Advances of one Type may be converted into a Loan of another Type in accordance with Section 2.4. No Revolving Credit Loan may be converted into a Swing Line Advance.

Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding Agent shall notify the Swing Line Maximum AmountLender upon Agent's receipt of any Notice of Revolving Credit Advance. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject 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 Borrowing Base, in each case less the outstanding balance of the Revolving Loan and Term Loan at such time ("Swing Line Availability"). Until the Commitment Termination Date, Borrower may from time to time AMENDED AND RESTATED CREDIT AGREEMENT borrow, repay and reborrow under this AgreementSection 1.1(c). Each Swing Line Advance shall mature and be made pursuant to a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice must be given no later than 10:30 a.m. (California time) on the principal amount thereof Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless the Swing Line Lender has received at least one Business Day's prior written notice from Requisite Revolving Lenders instructing it not to make any Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be due and payable by the Company fourteen (14) days after the date entitled to fund such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of connection with such Swing Line Note Advance, to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participating interests in accordance with Section 1.1(c)(iv). Borrower shall not be a condition precedent to repay the Restatement Effective Dateaggregate outstanding principal amount of the Swing Line Loan upon demand therefor by Agent.

Swing Line Advances. The Swing Line Bank shall, on (a) Subject to the terms and subject to conditions hereof, and relying on the conditions hereinafter representations and warranties herein set forth forth, the Swing Line Lender shall make swing line loans (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a the “Swing Line AdvanceAdvances”) to the Company, Borrower at any time or from time to time on after the date hereof to, but not including the Termination Date in an aggregate outstanding principal amount up to but not in excess of the amount of the Swing Line Commitment as requested by the Borrower; provided, that, (a) after giving effect to any Business Day during the period from the Amendment Restatement Date to (but excluding) amount requested, the Revolving Credit Maturity Date in an amount Advances outstanding shall not to exceed in the Commitments of all of the Lenders and (b) the aggregate at principal amount of all outstanding Swing Line Advances (after giving effect to any time amount requested), shall not exceed the lesser of (i) the Commitments of all of the Lenders less the sum of all outstanding Revolving Credit Advances and the Letter of Credit Obligations and (ii) the Swing Line Maximum AmountCommitment. Within the foregoing limits, the Borrower may prior to the Termination Date borrow, repay and reborrow under the Swing Line Bank shall maintain Commitment, subject to and in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each terms and limitations hereof. The interest rate for a Swing Line Advance of such Bank shall be Daily Simple SOFR plus the Applicable Margin in effect from time to timetime for Term SOFR Rate Advances (or, including if Daily Simple SOFR is unavailable, the amounts of principal and interest payable thereon and paid Base Rate (calculated without reference to such Bank clause (c) thereof) plus the Applicable Margin in effect from time to time. The entries made time for Base Rate Advances), and such interest shall be due and payable in such account or accounts arrears on the first Business Day of each month. (b) Each request for a Swing Line Advance (each a “Notice of Swing Line Bank Borrowing”) shall be in writing (or by telephone immediately confirmed in writing, it being understood that the Swing Line Lender may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) in substantially the form of Exhibit B-2 hereto and received by the Swing Line Lender not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day such Swing Line Advance is to be made (or such later time as the Swing Line Lender shall agree in its discretion), specifying in each case (i) the amount to be borrowed, and (ii) the requested borrowing date. The request for such Swing Line Advance shall be irrevocable. The Swing Line Lender shall, to not later than 4:00 p.m. (Pittsburgh, Pennsylvania time) on the extent permitted date specified in the Borrower’s request for such Swing Line Advance, make such Swing Line Advance by applicable law, crediting the deposit account designated by the Borrower in writing at the time of such request. Each Swing Line Advance shall be rebuttably presumptive evidence, absent manifest error, in an original principal amount of the existence and $100,000 or in integral amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not $100,000 in any manner affect the excess thereof. The obligation of the Company Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) made may be evidenced by a promissory note of the Borrower dated the date hereof, payable to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be madeLender in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit A‑2 (as amended, subject supplemented or otherwise modified from time to time, the “Swing Line Note”). (c) The Borrower shall have the right at any time and from time to time to prepay the Swing Line Advances, in whole or in part, without premium or penalty, upon prior written, facsimile or telephonic notice to the terms and conditions Swing Line Lender given no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the date of this Agreementany proposed prepayment (each such date, a “Swing Line Prepayment Date”). Each notice of prepayment shall specify the Swing Line Advance to be prepaid and the amount to be prepaid (which, except in the case of payment in full, shall mature and be in the principal amount thereof of $100,000 or in integral multiples of $100,000 in excess thereof), shall be due irrevocable and shall commit the Borrower to prepay such amount on such date. All Swing Line Advances and accrued interest thereon shall be payable by on the Company fourteen Termination Date. (14d) days after If a Swing Line Advance has not been repaid within seven (7) Business Days of the date that such Swing Line Advance is made andwas made, the Swing Line Lender shall notify the Agent and the Agent shall notify each Lender thereof and of each Lender’s pro rata share (based on its Ratable Share) thereof. Each Lender shall before 12:00 noon (Pittsburgh, Pennsylvania time) on the next Business Day and whether or not one or more Events of Default shall exist (other than an Event of Default under Section 6.01(e)) make available to the Agent, in any event, no later than the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bankimmediately available funds, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that amount of its pro rata share (based on its Ratable Share) of the delivery principal amount of such Swing Line Note Advance outstanding. Upon such payment by a Lender, such Lender shall not be deemed to have made a condition precedent Revolving Credit Advance to the Restatement Effective DateBorrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 3.02. The Agent shall use such funds to repay the principal amount of such Swing Line Advance to the Swing Line Lender. The failure of any Lender to make available to the Agent for the account of the Swing Line Lender a Revolving Credit Advance as provided in this Section 2.03(d) shall be treated for all purposes in the same manner as the failure of a Lender to make a Revolving Credit Advance under Section 2.02(d) and (e) and shall be subject to the provisions of such Sections. (e) Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the Required Lenders shall, require the Borrower to pay interest (“Default Interest on Swing Line Advances”) on (i) the unpaid principal amount of each Swing Line Advance, payable on demand at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time and (ii) to the fullest extent permitted by law, the amount of any interest payable hereunder with respect to Swing Line Advances that is not paid when due, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time, provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest on Swing Line Advances shall accrue and be payable hereunder whether or not previously required by the Agent and shall be paid in full on demand.

Swing Line Advances. The Swing Line Bank shall, on (i) From and after the terms Effective Date and until the second Business Day preceding the Facility Termination Date and subject to the terms and conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), the Swing Line Lender agrees to make one or more advances (each such advance being hereunder, a “Swing Line Advance”) to the CompanyBorrower from time to time; provided that no more than three (3) Swing Line Advances may be made in any single calendar month. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Borrower request the Swing Line Lender to make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower shall not request the Swing Line Lender to make any Swing Line Advance, if after giving effect thereto, a Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Lenders instructing it not to make a Swing Line Advance as a result of the failure of any condition precedent set forth in Section 3.01 or 3.02, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(iii). The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan in full in immediately available funds on the Facility Termination Date. (ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Loan. Such note shall be in the principal amount of the Swing Line Commitment, dated the Closing Date and substantially in the form of Exhibit 2.01(b)(ii) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06. The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Facility Termination Date. (iii) Each Committed Lender hereby agrees that if the Swing Line Lender funds any Swing Line Advance such Committed Lender shall reimburse (if the Discretionary Lender in such Committed Lender’s Lender Group does not otherwise reimburse) the Swing Line Lender such Committed Lender’s Pro Rata Share of the principal amount of the Swing Line Loan (the “Refunded Swing Line Loan”) and any such reimbursement of the Swing Line Lender shall constitute a Revolving Credit Advance hereunder. Regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Revolving Credit Advance are then satisfied, each Committed Lender (or its applicable Discretionary Lender in accordance with Section 2.01(c)) shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), in immediately available funds on the Business Day during next succeeding the period from date on which the Amendment Restatement Date applicable Swing Line Loan was made (as set forth in the related Borrowing Request for such Swing Line Loan); provided that (i) no Lender shall be required to (but excluding) make such a Revolving Credit Advance if, after giving effect to such Revolving Credit Advance, the Outstanding Principal Amount of the Revolving Credit Maturity Date in an amount not to Advances made by such Lender’s Lender Group would exceed in the aggregate at any time outstanding Pro Rata Share (of the Committed Lenders in such Lender Group) of the Maximum Advances Outstanding, (ii) no Lender shall be required to make such a Revolving Credit Advance if, after giving effect to such Revolving Credit Advance, the Outstanding Principal Amount of the Revolving Credit Advances made by such Lender would exceed such Lender’s Pro Rata Share of the Maximum Advances Outstanding and (iii) no Lender shall be required to make such a Revolving Credit Advance after the Final Advance Date. The proceeds of such Revolving Credit Advances shall be immediately paid to the Swing Line Maximum Amount. Lender and applied to repay the Refunded Swing Line Bank shall maintain Loan. (iv) Each Committed Lender’s obligation to make Revolving Credit Advances in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank Section 2.01(b)(iii) shall, except to the extent permitted by applicable lawdescribed in the proviso set forth in the second to last sentence of Section 2.01(b)(iii), be rebuttably presumptive evidenceabsolute and unconditional and shall not be affected by any circumstance, absent manifest errorincluding (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the existence and amounts Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the obligations of foregoing. If any Committed Lender does not make available to the Company therein recorded; provided, however, that Administrative Agent or the failure of Swing Line Bank to maintain such accountLender, as applicable, or any error thereinthe amount required pursuant to Section 2.01 (b)(iii), shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof Lender shall be due and payable by the Company fourteen (14) days after entitled to recover such amount on demand from such Committed Lender, together with interest thereon for each day from the date of non-payment until such Swing Line Advance amount is made and, paid in any event, no later than full at the Revolving Credit Maturity Date. The Company agrees that, upon Federal Funds Rate for the written request of Swing Line Bank, first two Business Days and at the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective DateBase Rate thereafter.