Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentLender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:30 p.m., New York time, on the requested borrowing date, Borrowing date and shall specify (ia) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (iib) the requested borrowing Borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Priority Revolving Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (Ai) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), 2.04(1) or (Bii) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting Borrower. Notwithstanding anything to the account of the Borrower on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loans.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the BorrowerBorrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each Day and (iii) the Domestic Borrower that will receive the proceeds of such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileLoan. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsapplicable Borrower.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be requested pursuant made on notice given by a Borrower to the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Loan Agent not later than 11:00 a.m. on (New York City time) at least two Business Days prior to the requested borrowing dateapplicable Funding Date. Each such notice shall be in substantially the form of Exhibit C (a "Notice of Borrowing") or be given by telephone and confirmed in writing within one Business Day following such notice, and shall specify in each case, specifying (iA) the proposed Funding Date, (B) the aggregate amount to of the proposed Borrowing (which must be borrowed, which amount shall be in a minimum amount of $100,000 1,000,000 or an integral a whole multiple of $25,000 in excess thereof100,000 above that amount), or if less, the remaining undrawn amount of the Loan, (C) the Tranche designations of the various Loans to be made on the proposed Funding Date, and (iiD) the requested borrowing date, which corporate credit rating of the Guarantor and its consolidated Subsidiaries then most recently published by S&P. The Notice of Borrowing shall be irrevocable. A Notice of Borrowing with respect to a Business DayTranche C Loan shall be accompanied by copies of Permitted Invoices. Each such telephonic notice must Notice of Borrowing shall be confirmed promptly accompanied by a copy of any Notice of Borrowing (as defined therein) given under the delivery Other Loan Agreement for Borrowings on the same date. (b) The Loan Agent shall give to the Swing Line Lender Lenders prompt notice of the Loan Agent's receipt of a Notice of Borrowing and the Administrative Agent of a written Notice of Swing Line BorrowingApplicable Interest Rate with respect thereto. Each Lender shall, appropriately completed and signed by a Responsible Officer of subject to the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender terms of any telephonic Notice of Swing Line Borrowingmutually agreed funding agreement, the Swing Line Lender will confirm with the Administrative Agent severally, before 11:00 a.m. (by telephone or in writingNew York City time) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower Loan Agent at its office by crediting the account of the Borrower on the books of the Swing Line Lender referenced in Section 2.9(a), in immediately available funds, an amount equal to its ratable portion of each Tranche of the proposed Borrowing. After the Loan Agent's receipt of such funds, the Loan Agent will make such funds available to the particular Borrower which is actually to apply such funds in accordance with Section 2.4(f). The failure of any Lender to make its ratable portion of any Loan as required hereunder shall not relieve any other Lender of its obligations to make its ratable portion of such Loan or any other Loan as required hereunder.

Borrowing Procedures. Each At any time an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an and integral multiple multiples of $25,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) the Required Lenders prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to the Swing Line Lender in immediately available fundsby the Borrower.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative AgentAgent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, which may be given appropriately completed and signed by telephonea Responsible Officer of the Borrower. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:00 p.m. (New York time) on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a)this Article II, or (B) that one or more of the applicable conditions specified in Section 3.02 5.02 (if on the Funding Date) and Section 5.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., p.m. (New York time) on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Company’s (in the case of U.S. Swing Line Loans) or a Designated Foreign Borrower’s (in the case of Global Swing Line Loans) irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone(i) telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than (A) 1:00 p.m. Eastern time, in the case of U.S. Swing Line Loans, or (B) 11:00 a.m. London time, in the case of Global Swing Line Loans on the requested borrowing date, and shall specify (i1) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess (or, as applicable, the Alternative Currency Equivalent thereof), and (ii2) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the applicable Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender or Global Swing Line Lender, as applicable) prior to 1:00 2:00 p.m. (Eastern time, in the case of U.S. Swing Line Loans, or London time, in the case of Global Swing Line Loans) on the date of the proposed Swing Line Borrowing (A) directing the applicable Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 4:00 p.m.3:00 p.m. (Eastern time, in the case of U.S. Swing Line Loans, or London time, in the case of Global Swing Line Loans) on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the such Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. (i) Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile). Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgents, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agents of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent Agents not later than 11:00 a.m. 2:30 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $U.S.$500,000 in the case of U.S. Dollar Swing Line Loans and C$100,000 or an integral multiple in the case of $25,000 Swing Line Loans denominated in excess thereofCanadian Dollars, (ii) the requested currency, and (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent Agents (by telephone or in writing) that the Administrative Agent has Agents have also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent Agents (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent Agents (including at the request of any Revolving Lender) prior to 1:00 3:30 p.m. on the date of the proposed Swing Line Borrowing of U.S. Dollar Swing Line Loans or prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing of Canadian Dollar Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything else to the contrary contained herein, the Revolving Lenders agree that the Swing Line Lender may, in consultation with the Borrower, agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of the Revolving Lenders.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) the Required Lenders prior to 1:00 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office Borrowers either by (i) crediting the account of the Lead Borrower on the books of Bank of America with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Lead Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in immediately full of any such L/C Borrowings, and second, shall be made available fundsto the Borrowers as provided above.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made only upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. (i) for Base Rate Loans, 1:00 p.m. on the requested borrowing date, or (ii) for Daily Floating LIBOR Rate Loans, 12:00 noon one Business Day prior to the requested borrowing date, and shall specify (ix) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (iiy) the requested borrowing date, which shall be a Business Day. Each , and (z) the Type of such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileLoan. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its applicable Swing Line Loan available to the Borrower Company at its office by (1) crediting the account of the Borrower Company on the books of the Swing Line Lender in immediately available fundsSame Day Funds or (2) wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Company.

Borrowing Procedures. Each Swing Line Borrowing (a) Borrower shall submit to Agent a Draw Request (substantially in the form attached hereto as Exhibit E) which shall be requested pursuant executed by one of the Authorized Representatives (“Draw Request”) not less than ten (10) Business Days prior to the date upon which a disbursement of the Loan is requested (the “Borrowing Date”) and no more frequently than once in each calendar month. As part of each Draw Request, the Borrower shall submit an irrevocable notice of its intention to borrow funds and a Borrower’s irrevocable Certificate in the form set forth in Exhibit E (“Borrower’s Certificate”), which shall be executed by one of the Authorized Representatives. (b) Not less than three (3) Business Days prior to the Borrowing Date, Agent shall deliver written notice to each Lender at the Swing Line address specified by each Lender from time to time which notice shall include the Borrowing Date and such Lender’s Ratable Share of such Advance. Agent shall include with such notice a copy of the Administrative Draw Request and Borrower’s Certificate. Lenders shall make the requested Advance on the Borrowing Date so long as all conditions to such Advance are satisfied or waived. Unless otherwise notified by Agent, which each Lender may assume that all conditions to such Advance are satisfied or waived on the Borrowing Date. If, for any reason, Agent determines that the requested Advance will not be given by telephone. Each such notice must be received made by the Swing Line Lender Lenders, Agent shall provide notice to Borrower of the same and shall state the Administrative Agent reasons why such Advance shall not be made. (c) Not later than 11:00 a.m. (New York City time) on the requested borrowing dateBorrowing Date, each Lender shall make available for the account of Agent at its address referred to in Section 10.6, in same day funds, such Lender’s ratable portion of such Advance. After Agent’s receipt of such funds and upon fulfillment of the applicable conditions in Section 2.1.2, Agent will make such funds available to Borrower by wire transfer of immediately available funds to the United States account directed by Borrower in the applicable Draw Request. (d) Unless Agent shall have received notice from a Lender prior to the Borrowing Date that such Lender will not make available to Agent such Lender’s ratable portion of such Advance, Agent may assume that such Lender has made such portion available to Agent on the Borrowing Date in accordance with this Section 2.1.7, and Agent may, in reliance upon such assumption, make available to Borrower on the Borrowing Date a corresponding amount. If and to the extent that any of Lenders (the “Defaulting Advancing Lender”) shall specify not have so made such ratable portion available to Agent (i) the individually, a “Deficiency”, and collectively, “Deficiencies”), and Agent has advanced such amount to be borrowedBorrower, which such Defaulting Advancing Lender and Borrower agree to repay to Agent forthwith on demand such corresponding amount together in the case of the Defaulting Lender but not Borrower) with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent at the Default Rate. If such Defaulting Advancing Lender shall repay to Agent such corresponding amount, such amount (excluding interest) so repaid shall constitute such Defaulting Advancing Lender’s ratable portion of the Advance. Each of the Lenders agrees that Borrower or any of the other Lenders shall have the right to proceed directly against any Defaulting Advancing Lender in respect of any right or claim arising out of the default of such Defaulting Advancing Lender hereunder. If there shall be a minimum amount Deficiency in respect of $100,000 any Lender, the other Lenders, or any of them, shall have the right, but not the obligation, to elect to advance all or any part of the ratable portion of an integral multiple of $25,000 in excess thereofAdvance that should have been made by the Defaulting Advancing Lender, and the Defaulting Advancing Lender agrees to repay upon demand to each of the Lenders (iieach, an “Electing Lender”) who has advanced a portion of the requested borrowing dateDeficiency the amount advanced on behalf of the Defaulting Advancing Lender, which together with interest thereon at the Default Rate. If more than one Lender elects to advance a portion of the Deficiency such Lenders’ advances shall be a Business Day. Each such telephonic notice must be confirmed promptly by made based on the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer relative Ratable Shares of the Borrower, which notice may be delivered Loan of each Electing Lender or as otherwise agreed to by facsimilesuch Lenders. Promptly after receipt by In the Swing Line event the Defaulting Advancing Lender of any telephonic Notice of Swing Line Borrowing, fails to advance or repay the Swing Line Lender will confirm Deficiency (with interest at the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing andDefault Rate, if not, the Swing Line Lender will notify the Administrative Agent (by telephone applicable) on or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing next succeeding Advance, the entire interest of said Defaulting Advancing Lender in the Loan shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Advancing Lender shall be used to advance or repay the Deficiency, as applicable, until such time such Defaulting Advancing Lender advances or repays all Deficiencies (Aincluding interest at the Default Rate, if applicable) directing and Agent shall have the Swing Line right (but not the obligation) to require such Defaulting Advancing Lender to assign its interest in the Loan to an Eligible Assignee or other assignee satisfactory to Agent in its sole discretion. (e) The failure of any Lender to pay any Deficiency shall not relieve any other Lender of its obligation, if any, hereunder to make such Swing Line Loan as a result its ratable portion of the limitations set forth in Advance on the first proviso Borrowing Date, but no Lender shall be responsible for the failure of any Lender to the first sentence of Section 2.03(a), or (B) that one or more make its ratable portion of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject Advance to the terms and conditions hereof, the Swing Line be made by such other Lender will, not later than 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrowing Date.

Borrowing Procedures. (i) Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile). Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentSwingline Lender, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum in an aggregate amount of $100,000 or that is an integral multiple of $25,000 in excess thereofthe Borrowing Multiple and not less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the maturity date of the requested Swingline Loan which shall be not later than seven Business Days after the making of such Swingline Loan. Each such telephonic notice must be confirmed promptly by hand delivery or facsimile (or transmitted by electronic communication, if arrangements for doing so have been approved by the delivery to the Swing Line Swingline Lender and the Administrative Agent Agent) of a written Swingline Loan Notice of Swing Line Borrowingto the Swingline Lender and the Administrative Agent, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing andwill, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not it is willing to make such Swing Line the requested Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) and provided that one or more of the all applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will4.2 are satisfied or waived, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on maintained with the books of Swingline Lender and notify the Swing Line Lender Administrative Agent thereof in immediately available fundswriting.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Specified Time, on the requested borrowing date, and shall specify (i) the Domestic Borrower with respect to which the request is being made, (ii) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileCompany. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the The Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the applicable Domestic Borrower at its office by crediting the account of the such Domestic Borrower on the books of with the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to the made upon Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan Notice.

Borrowing Procedures. Each Domestic Swing Line Borrowing shall be requested pursuant to made upon the BorrowerCompany’s irrevocable notice to the Domestic Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Domestic Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Domestic Swing Line Lender and the Administrative Agent of a written Notice of Domestic Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileCompany. Promptly after receipt by the Domestic Swing Line Lender of any telephonic Notice of Domestic Swing Line BorrowingLoan Notice, the Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Domestic Swing Line Borrowing Loan Notice and, if not, the Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Domestic Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:00 p.m. on the date of the proposed Domestic Swing Line Borrowing (A) directing the Domestic Swing Line Lender not to make such Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), 2.05(a)(i) or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Domestic Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Domestic Swing Line BorrowingLoan Notice, make the amount of its the requested Domestic Swing Line Loan available to the Borrower Company (x) at its the Domestic Swing Line Lender’s office by crediting the account of the Borrower Company on the books of the Domestic Swing Line Lender in immediately available fundsSame Day Funds or (y) by wire transfer of such funds in Same Day Funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the relevant Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and 1,000,000 (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the relevant Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the such proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsrelevant Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the each applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the each such Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the Swing Line Lender or the Swing Line Lenders that are requested to provide the requested Swing Line Borrowing, (ii) the amount to be borrowedborrowed from each such Swing Line Lender, which amount which, in each case, shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the each such Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer or on behalf of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the each such Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the each such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the each such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the a Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto as Exhibit B). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 5:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 6:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Euro Tranche Borrowing shall be requested pursuant to made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Euro Tranche Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Euro Tranche Lender and the Administrative Agent of a Swing Line Euro Tranche Loan Notice. Each such notice must be received by the Swing Line Euro Tranche Lender and the Administrative Agent not later than 11:00 a.m. (London time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereofthe Minimum Principal Amount, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Euro Tranche Lender of any telephonic Notice of Swing Line BorrowingEuro Tranche Loan Notice, the Swing Line Euro Tranche Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Euro Tranche Loan Notice and, if not, the Swing Line Euro Tranche Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Euro Tranche Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Euro Tranche Lender) prior to 1:00 12:00 p.m. (London time) on the date of the proposed Swing Line Euro Tranche Borrowing (A) directing the Swing Line Euro Tranche Lender not to make such Swing Line Euro Tranche Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(asubsection 2.7(a), or (B) that one or more of the applicable conditions specified in Section 3.02 6.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Euro Tranche Lender will, not later than 4:00 p.m., 3:00 p.m. (London time) on the borrowing date specified in such Notice of Swing Line BorrowingEuro Tranche Loan Notice, make the amount of its Swing Line Euro Tranche Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swing Line Euro Tranche Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of General Partner, in its capacity as the sole general partner of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (i) telephone, (ii) by a Swing Line Loan Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to the made upon Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article VI is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or (and any amount in excess thereof shall be in an integral multiple of $25,000 in excess thereof25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by Day and (iii) the delivery to the Swing Line Lender and the Administrative Agent of a written Notice amount of Swing Line BorrowingLoans to be incurred under the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche, appropriately completed respectively (which, as provided in the immediately preceding clause (a), shall be allocated on a pro rata basis based on the amount of 2018 Revolving Credit Commitments and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile2020 Revolving Credit Commitments outstanding at such time). Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office either by (i) crediting the account of the Borrower on the books of Bank of America with the Swing Line Lender amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to the Administrative Agent by the Borrower.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the applicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice Swingline Loan Notice, which shall specify (i) the requested date of Swing Line the Swingline Borrowing, appropriately completed and signed by a Responsible Officer (ii) the principal amount of Swingline Loan, (iii) the Tenor of the Borrower, which notice may Swingline Loan to be delivered by facsimileborrowed and (iv) the duration with respect thereto. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 4:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower at its office by crediting wire transfer to the account of specified by the Borrower on the books of the Swing Line Lender in immediately available fundsapplicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to the made upon a Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone, or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 1,000,000 (with respect to Swing Line Loans denominated in Dollars) or an integral multiple of $25,000 C$1,000,000 (with respect to Swing Line Loans denominated in excess thereofCanadian Dollars), and (ii) whether such Swing Line Loan is a Base Rate Loan, a Canadian Prime Rate Loan or a Eurocurrency Rate Loan (and if a Eurocurrency Rate Loan, either (x) the applicable Interest Period thereof or (y) that the daily floating Eurocurrency Rate provided in clause (b) of the definition thereof shall apply), (iii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by Day and (iv) the delivery to currency of the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may Loan to be delivered by facsimileborrowed. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that it believes in good faith that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of issuance or amendment, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 3:00 p.m., in the case of any Swing Line Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Swing Line Loan in Canadian Dollars, in each case on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower such Borrower, at its office such Borrower’s election, either by (i) crediting the account of the such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by such Borrower as set forth in the Swing Line Lender in immediately available fundsLoan Notice.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this Section 2.05 must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 1:00 3:30 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its their Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent in the form of a written Swing Line Loan Notice, which may be given appropriately completed and signed by telephonea Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount principal increments of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 3:30 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of Five-Hundred Thousand Dollars ($100,000 or an 500,000) and integral multiple multiples of One-Hundred Thousand Dollars ($25,000 100,000) in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the applicable Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileLoan Notice. Promptly after receipt by the applicable Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first (1st) proviso to the first (1st) sentence of Section 2.03(a2.04(a), or (B) that one (1) or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone provided that any telephonic notice must be promptly confirmed by delivery to the Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) the Required Lenders prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfiedsatisfied (and such condition or conditions have not been waived), then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be requested pursuant to the Borrower’s irrevocable made on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than (i) 11:00 a.m. on the requested borrowing datesame Business Day, and shall specify (i) in the amount to be borrowedcase of a Borrowing of Base Rate Loans, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (ii) 12:00 noon three (3) Business Days, in the requested borrowing datecase of a Borrowing of Eurocurrency Rate Loans, in each case prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, which shall be a Business Day, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurocurrency Rate Loans, (D) the initial Interest Period or Interest Periods for any Eurocurrency Rate Loans, (E) the Class of such proposed Borrowing, and (F) with respect to any Borrowing the proceeds of which will be used to fund a Restricted Payment subject to the satisfaction of the RP Conditions, an additional solvency representation and warranty of the Borrower and its Subsidiaries (taken as a whole) after giving effect to such Borrowing and the use of proceeds thereof. The Loans shall be made as Base Rate Loans, unless, subject to Section 2.14, the Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans. Each such telephonic Borrowing shall be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof. (b) The Administrative Agent shall give to each Appropriate Lender prompt notice must be confirmed promptly by the delivery to the Swing Line Lender and of the Administrative Agent Agent’s receipt of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrowerand, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic if Eurocurrency Rate Loans are properly requested in such Notice of Swing Line Borrowing, the Swing Line applicable interest rate determined pursuant to Section 2.14(a). Each Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing andshall, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to before 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to Borrowing, make such Swing Line Loan as a result of the limitations set forth in the first proviso available to the first sentence Administrative Agent at its address referred to in Section 12.8, in Same Day Funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 2.03(a)12.1) (i) on the Restatement Effective Date, or (B) that one or more of the applicable conditions specified set forth in Section 3.02 is not then satisfied4.1 and (ii) at any time (including the Restatement Effective Date), thenof the applicable conditions set forth in Section 4.2, and, subject to clause (c) below, after the terms and conditions hereofAdministrative Agent’s receipt of such funds, the Swing Line Lender will, not later than 4:00 p.m., on the borrowing date specified in Administrative Agent shall make such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan funds available to the Borrower at its office by crediting as promptly as reasonably practicable. (c) Unless the account Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the books extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower. (d) The failure of any Defaulting Lender to make on the date specified any Loan or any payment required by it, including any payment in respect of its participation in Swing Line Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make such Loan or payment on such date but, except to the extent otherwise provided herein, no such other Lender shall be responsible for the failure of any Defaulting Lender to make a Loan or payment required under this Agreement. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in immediately available fundseffect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to a Revolving Extension Amendment and/or a Term Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.2(e) shall increase by three (3) Interest Periods for each applicable Class so established.

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an and integral multiple multiples of $25,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting Borrower. (ii) In order to facilitate the account borrowing of Swing Line Loans, the Borrower on the books of and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swing Line Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for borrowings of Swing Line Loans set forth in the immediately available fundspreceding paragraph shall not apply, and all Borrowings of Swing Line Loans under the Autoborrow Agreement shall be made in accordance with the Autoborrow Agreement. For purposes of determining the unutilized portion of the Aggregate Revolving Commitments at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the Swing Line Sublimit. For purposes of any borrowing of Swing Line Loans pursuant to the Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Swing Line Lender hereunder.

Borrowing Procedures. Each Subject to the terms of any Auto Borrow Agreement, each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each Day and (iii) whether such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of Loan shall be a written Notice of Base Rate Loan or a Quoted Rate Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileLoan. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) the Required Lenders prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office either by (i) crediting the account of the Borrower on the books of Citizens Bank with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings of the Borrower outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in immediately full of any such L/C Borrowings, and second, shall be made available fundsto the Borrower as provided above.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an and integral multiple multiples of $25,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by , and (iii) the delivery to the Swing Line Lender and the Administrative Agent of a written Notice Type of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may Loans to be delivered by facsimileborrowed. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:30 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Loan Borrowing shall be requested pursuant to the Borrower’s Borrowers’ irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. a.m., on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 50,000 or an integral multiple of $25,000 10,000 in excess thereof, thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly immediately by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Loan Borrowing, appropriately completed and signed by a Responsible Officer of the BorrowerBorrowers, which notice may be delivered by facsimilefacsimile or e-mail. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Loan Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Loan Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. p.m., on the date of the proposed Swing Line Loan Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 2:00 p.m., on the borrowing date specified in such Notice of Swing Line Loan Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office Borrowers by crediting the account of the Borrower Borrowers on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line The Borrower Representative shall give the Agent irrevocable prior written notice in the form of a Borrowing shall be requested pursuant to the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent Request not later than 11:00 a.m. on the requested borrowing date, and shall specify (i) in the amount to case of Revolving Loans not later than 12:00 noon (Pittsburgh, PA time) (a) on the same Business Day in the case of Base Rate Loans, and (b) at least three (3) Business Days in the case of LIBOR Loans or (ii) in the case of Swing Loans, not later than 1:00 p.m. (Pittsburgh, PA time) on the same Business Day, that a Borrowing be borrowedmade, which amount shall be in the case of LIBOR Loans, in a minimum amount of $100,000 or 500,000 and an integral multiple of $25,000 250,000, in excess thereofthe case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple of $250,000 or, in either case, in the unused amount of the applicable Commitment; provided, however, that all of the initial Loans made on the Closing Date shall initially be made as Base Rate Loans and all Swing Loans shall be Base Rate Loans. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Type of Loans, and (ii) the requested borrowing date, which shall be a made on the Business Day, specified in such Borrowing Request. Each such telephonic notice must be confirmed promptly by Promptly upon receipt, the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer will notify all Lenders of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofBorrowing Request. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 By 4:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line such Borrowing, each Lender not that has a Commitment to make the Loans (other than Swing Loans) being requested shall deposit with the Agent same day funds in an amount equal to such Swing Line Loan as a result Lender’s Percentage of the limitations set forth in requested Borrowing. Such deposit will be made to an account which the first proviso Agent shall specify from time to time by written notice to the first sentence of Section 2.03(a), or (B) that one or more of Lenders. To the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to extent funds are received from the terms and conditions hereofLenders, the Swing Line Lender will, not later than 4:00 p.m., on the borrowing date specified in Agent shall make such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan funds available to the Borrower at its office Borrowers by crediting wire transfer to the account of the Borrower on the books of the Representative shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan or participate in a Swing Line Lender Loan shall be affected by any other Lender’s failure to make any Loan or participate in immediately available fundsany Swing Loan.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentLender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:30 p.m., New York time, on the requested borrowing date, Borrowing date and shall specify (ia) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (iib) the requested borrowing Borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(1), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting Borrower. Notwithstanding anything to the account of the Borrower on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentLender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m., New York time, on the requested borrowing date, Borrowing date (or such later time as agreed by the Swing Line Lender) and shall specify (ia) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (iib) the requested borrowing Borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Revolver Agent (including at the request of any Revolving Lender) or the Required Lenders prior to 1:00 p.m. 10:00 a.m., New York time, on the date of the proposed Swing Line Borrowing (Ai) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), 2.04(1) or (Bii) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting Borrower. Notwithstanding anything to the account of the Borrower on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) whether the Company or a Designated Borrower will be the recipient of the Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileCompany. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting Company or the account of applicable Designated Borrower, as the Borrower on the books of the Swing Line Lender in immediately available fundscase may be.

Borrowing Procedures. Each Swing Line Borrowing To request a Swingline Loan, the US Borrower shall be requested pursuant notify the Swingline Lender (with a copy to the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given ) of such request by telephonea Swingline Loan Request. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 12:00 p.m. on the requested borrowing date, day of a proposed Swingline Loan and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof50,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to 1:00 12:00 p.m. on the date of the proposed Swing Line Swingline Loan Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.24(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Request, make the amount of its Swing Line Swingline Loan available to the US Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the US Borrower at its office by crediting means of a credit to the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of the US Borrower on (including, in the books case of a Swingline Loan made to finance the Swing Line Lender reimbursement of any LC Disbursement as provided in immediately available fundsSection 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the relevant Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or other means agreed upon by the relevant Borrower, the Administrative Agent and the Swing Line Lender. Each such notice must be received by the such Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of (A) in the case of Swing Line Loans denominated in Dollars, $100,000, (ii) in the case of Swing Line Loans denominated in Euro, €100,000, or (iii) in the case of Swing Line Loans designated in any other Alternative Currency, the applicable Alternative Currency Equivalent of $100,000 or an integral multiple of $25,000 in excess thereof1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the applicable Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower, which notice may be delivered by facsimile. Promptly after receipt by the such Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the relevant Borrower at its office by wire transfer or by crediting the account of the such Borrower on the books of the such Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may Agent in the form of a Swing Line Loan Notice; provided that any telephonic notice must be given confirmed promptly by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm in writing with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) writing of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) writing from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.22(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this ‎Section 2.05 must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 1:00 3:30 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a‎Section 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 ‎Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its their Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an and integral multiple multiples of $25,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by , and (iii) the delivery to the Swing Line Lender and the Administrative Agent of a written Notice Type of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may Loans to be delivered by facsimileborrowed. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:30 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing To request a Swingline Loan, the US Borrower shall be requested pursuant notify the Swingline Lender (with a copy to the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given ) of such request by telephonea Swingline Loan Request. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. on the requested borrowing date, day of a proposed Swingline Loan and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof50,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received written notice (by telephone or in writing) from the Administrative Agent (including at the request of any the Required Revolving LenderLenders) prior to 1:00 3:00 p.m. on the date of the proposed Swing Line Swingline Loan Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.24(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Request, make the amount of its Swing Line Swingline Loan available to the US Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the US Borrower at its office by crediting means of a credit to the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of the US Borrower on (including, in the books case of a Swingline Loan made to finance the Swing Line Lender reimbursement of any LC Disbursement as provided in immediately available fundsSection 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the such proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be requested pursuant to the Borrower’s irrevocable made on notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Borrower to the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify (New York time) (i) one Business Day, in the amount case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to be borrowed, which amount the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a minimum “Notice of Borrowing”), specifying, (A) the date of such proposed Borrowing (which (I) in the case of any Term A Loan Borrowing or Term B Loan Borrowing, shall be the Effective Date and (II) in the case of any Term Loan Borrowing that is made as part of a Facility Increase, shall be the Facility Increase Date for such Facility Increase), (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) for each Eurodollar Rate Loan, the initial Interest Period or Interest Periods thereof and (E) remittance instructions. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing (other than a Swing Loan) shall be in an aggregate amount of not less than $100,000 5,000,000 or an integral multiple of $25,000 1,000,000 in excess thereof, and . (iib) the requested borrowing date, which The Administrative Agent shall be a Business Day. Each such telephonic give to each Lender prompt notice must be confirmed promptly by the delivery to the Swing Line Lender and of the Administrative Agent Agent’s receipt of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if notEurodollar Rate Loans are properly requested in such Notice of Borrowing, the Swing Line applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to shall, before 1:00 p.m. (New York time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower Administrative Agent at its office by crediting the account of the Borrower on the books of the Swing Line Lender address referred to in Section 11.8 (Notices, Etc.), in immediately available funds., such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 50,000, or an integral a whole multiple of $25,000 50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) whether such Swing Line Loan shall be a Base Rate Loan or Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting in Same Day Funds. Notwithstanding the account of foregoing, in the event that an “auto borrow”, “zero balance” or similar arrangement shall be in place between the Borrower on the books of and the Swing Line Lender Lender, the Borrower shall request Swing Line Loans pursuant to such alternative notice arrangements, if any, provided thereunder or in immediately available funds.connection therewith

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to the made upon any Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each , and (iii) if such telephonic notice must be confirmed promptly request is made by the delivery to the Swing Line Lender and the Administrative Agent Borrower on behalf of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Designated Borrower, which notice may be delivered by facsimilethe applicable Designated Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Global Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willshall be free to, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Borrowers either at its office by crediting the account of the a Borrower on the books of the Swing Line Lender in immediately available Same Day Funds or by wire transfer of such funds, in each case in accordance with instructions provided to, and reasonably acceptable to, the Swing Line Lender by the applicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and 1,000,000 (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the such proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at or the request of any Revolving Lender) Required Lenders prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office Borrowers either by (i) crediting the account of the Lead Borrower on the books of the Swing Line Lender with the amount of such funds or (ii) wire transferring such funds, in immediately each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Lead Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available fundsto the Borrowers as provided above.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) whether such Swing Line Loan shall be a Base Rate Loan or a Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. (New York time) on the date of the proposed Swing Line Borrowing of Swingline Loans (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a)this Article II, or (B) that one or more of the applicable conditions specified in Section 3.02 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., 3:00 p.m. (New York time) on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office either by (i) crediting the account of the Borrower on the books of the Swing Line Swingline Lender with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case, in accordance with written instructions provided to the Swingline Lender by the Borrower.

Borrowing Procedures. Each Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be requested made, at the election of Borrower, (1) pursuant to the Autoborrow Agreement; or (2) upon Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer Person of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan Notice.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto as Exhibit C). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 5:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 6:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing and each conversion of Swing Line Loans from one Type to the other shall be requested pursuant to made upon the Revolving Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing datedate or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and shall specify (ix) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (iiy) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by , and (z) the delivery to the Swing Line Lender and the Administrative Agent of a written Notice Type of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, Loan to be borrowed or to which notice may existing Swing Line Loans are to be delivered by facsimileconverted. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Revolving Borrower at its the Swing Line Lender’s office by crediting the account of the Revolving Borrower on the books of the Swing Line Lender in immediately available funds. If the Revolving Borrower fails to provide a timely Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall continue as Eurodollar Rate Loans. If the Revolving Borrower fails to specify a Type of Swing Line Loan in a Swing Line Loan Notice, then the applicable Swing Line Loan shall be made as a Eurodollar Rate Loan.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileOfficer. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso and the second provisos to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.03 is not then satisfiedsatisfied (or waived in accordance with Section 10.01), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the applicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (iA) the applicable Borrower, (B) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (iiC) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile). Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B2) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender willmay, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower at its office by crediting the account of the applicable Borrower on the books of the Swing Line Swingline Lender in immediately available funds.

Borrowing Procedures. Each If an AutoBorrow Agreement is in effect, each Swing Line Borrowing shall be requested pursuant made as provided in such AutoBorrow Agreement. Otherwise, in order to request a Swing Line Borrowing, the Applicable Borrower shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Borrower’s irrevocable notice to the Applicable Swing Line Lender and the Applicable Administrative Agent, which may be given by telephoneAgent a duly completed Borrowing Request not later than 2:00 p.m. (Standard Time) on the day of the proposed Swing Line Borrowing. Each such notice must Borrowing Request shall be received irrevocable, shall be signed by or on behalf of the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, Applicable Borrower and shall specify the following information: (i) the amount to be borrowed, which amount shall be a minimum amount date of $100,000 or an integral multiple of $25,000 in excess thereof, and such Swing Line Borrowing (ii) the requested borrowing date, which shall be a Business Day. Each ); and (ii) the amount of such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by which shall be a Responsible Officer minimum of the BorrowerU.S.$1,000,000, which notice may be delivered by facsimileexcept as otherwise set forth in any AutoBorrow Agreement. Promptly after receipt by the Applicable Swing Line Lender of any telephonic Notice of Swing Line BorrowingBorrowing Request, the Applicable Swing Line Lender will confirm with the Applicable Administrative Agent (by telephone or in writing) that the Applicable Administrative Agent has also received such Notice of Swing Line Borrowing Request and, if not, the Applicable Swing Line Lender will notify the Applicable Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Applicable Swing Line Lender has received notice (by telephone or in writing) from the Applicable Administrative Agent (including at the request of any Revolving Applicable Lender) prior to 1:00 2:00 p.m. (Standard Time) on the date of the proposed Swing Line Borrowing (A) directing the Applicable Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of either Section 2.03(a2.23(a)(i) or Section 2.23(a)(ii), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Applicable Swing Line Lender will, not later than 4:00 p.m., 1:00 p.m. (Standard Time) on the borrowing date specified in such Notice of Swing Line BorrowingBorrowing Request, make the amount of its Swing Line Loan available to the Applicable Borrower at its office by crediting the account of the Applicable Borrower on the books of the Applicable Swing Line Lender in immediately available funds. If an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.23 conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. No Applicable Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Applicable Lender shall have the obligation to purchase and fund risk participations in the Swing Line Loans and to refinance Swing Line Loan as provided herein.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 100,000, or an integral a whole multiple of $25,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered Borrower or any other individual designated by facsimilethe Borrower in writing to the Swing Line Lender and the Administrative Agent (together with an incumbency certification for such individual). Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Company’s or the applicable Domestic Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000, and a multiple of $100,000 or an integral multiple of $25,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by Day and (iii) the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the applicable Domestic Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsapplicable Domestic Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to the made upon Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be requested pursuant to made upon the Specified U.S. Borrower’s irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, borrowed and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the U.S. Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Specified U.S. Borrower, which notice may be delivered by facsimile. Promptly after receipt by the U.S. Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing the U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(A)(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsSpecified U.S. Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or (and any amount in excess of $100,000 shall be an integral multiple of $25,000 in excess thereof, 100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 1:00 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Lead Borrower’s irrevocable written notice to the Swing Line Lender and the Administrative Agent, Agent (which may be given by telephonedelivered through Agent’s electronic platform or portal) prior to the time specified in the immediately succeeding sentence. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York Time) on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (iiB) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. (New York Time) on the date of the proposed Swing Line Borrowing (A1) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B2) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 1:00 p.m. (New York Time) on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at applicable Borrower. All Borrowing requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its office by crediting sole discretion, such Borrowings shall not be made until the account completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of the Borrower on the books of the Swing Line Lender in immediately available fundsany such requested Revolving Credit Loan.

Borrowing Procedures. (i) Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile). Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 4:45 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the applicable Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Senior Officer of the Borrower, which notice may be delivered by facsimileprovided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. Promptly after receipt by the applicable Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof, provided that such notice to the Administrative Agent shall not be a condition to funding a Swing Line Loan. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 5:15 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.07(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 5:30 p.m. (New York City time) on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the such Swing Line Lender or by disbursing such funds to such other location and number of the Borrower’s account indentified in immediately available fundsthe applicable Swing Line Loan Notice, in each case in Same Day Funds. Any such telephonic notice by the Borrower to a Swing Line Lender described in this Section must be received by at least one individual identified in such Swing Line Lender’s Administrative Questionnaire for receiving Swing Line Loan Notices (or otherwise specified as an operations contact) and any such written notice by the Borrower to a Swing Line Lender may be sent by electronic mail and shall copy each individual (up to a maximum of five (5) individuals) so identified in such Swing Line Lender’s Administrative Questionnaire. Each Swing Line Lender shall provide a copy of its Administrative Questionnaire (and each amendment or supplement thereto) to the Borrower.

Borrowing Procedures. The provisions of Section 2.2 shall not apply to Borrowings of Swing Line Loans. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 P.M., Central time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $500,000 or whole multiples of $100,000 or an integral multiple of $25,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowingloan notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowingloan notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing loan notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. 3:00 P.M., Central time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.15(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m.3:00 P.M., Central time, on the borrowing date specified in such Notice of Swing Line Borrowingloan notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing Loan shall be requested pursuant to made upon the Borrower’s Borrowers’ irrevocable notice to the Swing Line Lender and the Administrative AgentAgent (a “Swing Line Loan Notice”), which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. Houston, Texas time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, borrowed and (ii) the requested borrowing date, which shall be a Business Day. The Borrowers shall pay to the Swing Line Lender the aggregate outstanding principal amount of all Swing Line Loans on the last Business Day of each calendar month (which payment may be made with a Loan as provided in Section 2.09(c)(i) below) (the “Repayment Date”), which Repayment Date shall in no event be later than the Maturity Date. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileOfficer. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. 11:00 a.m. Houston, Texas time on the date of the proposed Swing Line Borrowing Loan (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.09(a), or (B) that one or more of the applicable conditions specified in Section 3.02 6.01 hereof is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., promptly on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrowers.

Borrowing Procedures. Each Swing Line (a) The Borrower shall request Advances hereunder by giving notice to the Administrative Agent of the proposed borrowing. Such notice (herein called a “Borrowing Request”) shall be requested pursuant in the form of Exhibit A. The Borrowing Request for the Initial Advance is permitted to have been prepared and delivered by the Borrower up to five (5) Business Days before the date of execution of this Loan Agreement such that the related Proposed Initial Advance Notice and Initial Advance Acceptance may be executed concurrently with this Loan Agreement. The Borrowing Request for the Initial Advance shall (i) specify the date and aggregate amount of the proposed Initial Advance, (ii) identify the Subject Policies proposed to be pledged hereunder in connection with the Initial Advance and confirm that the related Collateral Packages (taking into account the exceptions noted on Schedules V, VI, VIII, IX, X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII, XIX, XX and XXI to the Account Control Agreement) have been uploaded to the FTP Site and (iii) attach a Borrowing Base Certificate, signed by an officer of the Borrower or the Portfolio Administrator. (b) The Borrower may request an Ongoing Maintenance Advance hereunder by delivering a fully executed and completed Borrowing Request to the Administrative Agent. Each Borrowing Request for a proposed Ongoing Maintenance Advance shall (i) specify the date and aggregate amount of the proposed Ongoing Maintenance Advance and (ii) attach a Borrowing Base Certificate, signed by an officer of the Borrower or the Portfolio Administrator. The Borrowing Request for the initial Ongoing Maintenance Advance is permitted to have been prepared and delivered by the Borrower up to five (5) Business Days before the date of execution of this Loan Agreement such that the related Subsequent Advance Acceptance may be executed concurrently with this Loan Agreement. The Borrower shall not be entitled to submit Borrowing Requests for, and the Lenders shall not be required to make, Ongoing Maintenance Advances on or after July 16, 2020. (c) In the event the Borrower desires an Additional Policy Advance, the Borrower shall notify the Administrative Agent of such desire in writing, which written notice shall identify the Additional Policies proposed to be pledged in connection with the making of such Additional Policy Advance and be accompanied by full and complete Collateral Packages for such Additional Policies. The Borrower shall not deliver any Borrowing Request with respect to a proposed Additional Policy Advance unless and until (i) it has wired the related Expense Deposit to the Administrative Agent’s Account following confirmation of the amount thereof and (ii) it has received written notice from the Administrative Agent confirming that the Administrative Agent and the Lenders have completed their due diligence with respect to the Additional Policies proposed to be pledged hereunder in connection with the making of such Additional Policy Advance, and indicating which Additional Policies, if any, will be accepted as Collateral hereunder and the estimated amounts that the Lenders will be willing to fund under this Loan Agreement with respect to such Additional Policies. After the Borrower’s irrevocable notice wiring of the related Expense Deposit to the Swing Line Lender Administrative Agent’s Account and the Borrower’s receipt of such written notice from the Administrative Agent, which the Borrower may be given request an Additional Policy Advance hereunder with respect to such Additional Policies by telephonedelivering a fully executed and completed Borrowing Request to the Administrative Agent. Each Borrowing Request related to a proposed Additional Policy Advance shall (i) specify the date and aggregate amount of the proposed Additional Policy Advance, (ii) identify the Additional Policies proposed to be pledged hereunder in connection with such notice must Additional Policy Advance and confirm that the related Collateral Packages have been uploaded to the FTP Site, and (iii) attach a Borrowing Base Certificate, signed by an officer of the Borrower or the Portfolio Administrator. The Administrative Agent agrees that the Expense Deposit shall be received used solely by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on and the requested borrowing dateLenders for reasonable third-party out-of-pocket expenses incurred in connection with the review and evaluation of the Additional Policies identified in such Borrowing Request, and that any unused portion of the Expense Deposit shall specify be returned to the Borrower. The Lenders shall be under no obligation to make any Additional Policy Advance. The Lenders may make Additional Policy Advances in their sole and absolute discretion and may require additional documentation (iincluding opinions of counsel) and the amount satisfaction of conditions, including the payment of additional fees, all as determined by the Lenders in their sole and absolute discretion. The Borrower shall not be entitled to submit Borrowing Requests for Additional Policy Advances on or after July 16, 2020. (d) The Borrower hereby expressly authorizes the Portfolio Administrator to execute any Borrowing Base Certificates that are to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 delivered in excess thereof, and (ii) the requested borrowing date, which shall be a Business Dayconnection with this Agreement. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, Portfolio Administrator and the Swing Line Lender will confirm with Guarantor hereby agrees that neither the Administrative Agent (nor any Lender shall incur any liability to anyone in acting upon any signature, written instrument or notice purportedly signed by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account an officer of the Borrower on or the books of the Swing Line Lender in immediately available fundsPortfolio Administrator.

Borrowing Procedures. Each (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile). Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. (i) In order to facilitate the borrowing of Swing Line Loans, the Borrower and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swing Line Lender (the “Autoborrow Agreement”) providing for the automatic advance - 58 - by the Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Borrowings of Swing Line Loans shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Bank of America in reliance of the Autoborrow Agreement shall be deemed a Swing Line Loan as of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Outstanding Amount under the Aggregate Commitments at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the amount of the Swing Line Sublimit. For purposes of any Swing Line Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swing Line Lender hereunder.

Borrowing Procedures. Each At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be requested pursuant to made upon the BorrowerCompany’s irrevocable notice to the Used Vehicle Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Used Vehicle Floorplan Swing Line Loan Notice. Each such notice Used Vehicle Floorplan Swing Line Loan Notice must be received by the Used Vehicle Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing datedate or date of any conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by Day and (iii) the delivery to the Type of Used Vehicle Floorplan Swing Line Lender and the Administrative Agent of a written Notice of Loan to be borrowed or to which existing Used Vehicle Floorplan Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may Loans are to be delivered by facsimileconverted. Promptly after receipt by the Used Vehicle Swing Line Lender of any telephonic Notice of Used Vehicle Floorplan Swing Line BorrowingLoan Notice, the Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Used Vehicle Floorplan Swing Line Borrowing Loan Notice and, if not, the Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Used Vehicle Floorplan Lender) prior to 1:00 2:00 p.m. on the date of the proposed Used Vehicle Floorplan Swing Line Borrowing (A) directing the Used Vehicle Swing Line Lender not to make such Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.12(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Used Vehicle Floorplan Swing Line BorrowingLoan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Used Vehicle Swing Line Lender in immediately available funds. If the Company fails to provide a timely Used Vehicle Floorplan Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Used Vehicle Floorplan Swing Line Loan in a Used Vehicle Floorplan Swing Line Loan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. In order to facilitate the borrowing of Used Vehicle Floorplan Swing Line Loans, the Company and the Used Vehicle Floorplan Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender (the “Used Vehicle Autoborrow Agreement”) providing for the automatic advance by the Used Vehicle Floorplan Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein (each such advance, a “Used Vehicle Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Used Vehicle Autoborrow Advances pursuant to a Used Vehicle Autoborrow Agreement at any time a Revolving Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement is in place and (ii) the Company may, once per calendar year and upon 30 days advance notice to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender and upon the payment to the Administrative Agent of a $10,000 fee (which fee may be waived in the sole discretion of the Administrative Agent), alternate (x) between having a Revolving Autoborrow Agreement, a Used Vehicle Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement in place, or (y) between having a New Vehicle Floorplan Offset Agreement (with a New Vehicle Automated Sweep Agreement) or a New Vehicle Floorplan Offset Agreement (without a New Vehicle Automated Sweep Agreement) in place. At any time such a Used Vehicle Autoborrow Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line Borrowings shall be made in accordance with the Used Vehicle Autoborrow Agreement, until the right to such Used Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Used Vehicle Autoborrow Agreement. Solely for purposes of determining the availability of Used Vehicle Floorplan Committed Loans (other than Used Vehicle Floorplan Committed Loans used to refinance Used Vehicle Floorplan Swing Line Loans) and for determining the Total Used Vehicle Floorplan Outstandings in connection with Section 2.14, at any time during which a Used Vehicle Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. For purposes of any Used Vehicle Floorplan Swing Line Borrowing pursuant to the Used Vehicle Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Used Vehicle Floorplan Swing Line Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileOfficer. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso and the second provisos to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Parent Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, date and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or 250,000 (and any amount in excess of $250,000 shall be an integral multiple of $25,000 in excess thereof, 100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the relevant Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 5:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting Parent Borrower. Notwithstanding anything to the account of the Borrower on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Parent Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Parent Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided, that, each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an and in integral multiple multiples of $25,000 100,000 in excess thereof, thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsParent Borrower.

Borrowing Procedures. Each Swing Line Borrowing under the Swingline shall be requested pursuant to made upon the Borrowerapplicable Borrower Party’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 10:00 a.m. on the requested borrowing Borrowing date, and shall specify shall: (i) specify the amount to be borrowed, which amount shall be in a minimum principal amount of that is not less than $100,000 or an integral multiple of $25,000 in excess thereof, and 1,000,000; (ii) specify the requested borrowing Borrowing date, which shall be a Business Day; and (iii) simultaneously request a Borrowing of a Base Rate Loan (which shall automatically convert to a Eurocurrency Rate Loan with a one (1) month Interest Period three (3) days thereafter but without regard to the minimum and multiples specified in Section 2.03) under Section 2.02 to repay such Swingline Loan. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Loan Notice of Swing Line Borrowingfor such Swingline Loan and an applicable Syndicated Loan (to refinance such Swingline Loan), appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimilesuch Borrower Party. Promptly after receipt by the Swing Line Administrative Agent of any Loan Notice for a Swingline Loan, Administrative Agent shall notify the Swingline Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) amount of the contents thereofapplicable Swingline Loan. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. 12:00 noon on the date of the proposed Swing Line Borrowing Swingline Borrowing: (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.07(a), ; or (B) that one or more of the applicable conditions specified in Section 3.02 7 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., p.m. on the borrowing Borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Swingline Loan available to the Administrative Agent’s Office for the account of the applicable Borrower Party at its office in immediately available funds, and upon fulfillment of the applicable conditions set forth herein, Administrative Agent shall promptly deposit such proceeds in immediately available funds in such Borrower Party’s account specified in the Loan Notice, or, if requested by such Borrower Party in the Loan Notice, shall wire transfer such funds as requested. Absent contrary written notice from the Swingline Lender prior to the proposed Borrowing date that the Swingline Lender will not make available to Administrative Agent the Swingline Loan, its Administrative Agent may assume that the Swingline Lender has made its share of the requested Swingline Loan available to Administrative Agent on the requested Borrowing date, and Administrative Agent may, in reliance upon such assumption (but is not required to), make available to the appropriate Borrower Party a corresponding amount by crediting the account of the such Borrower on the books of the Swing Line Lender Party specified in immediately available fundssuch Loan Notice.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum of $500,000 or, in the case of a Swing Line Loan used to reimburse an L/C Borrowing, the amount of $100,000 or an integral multiple of $25,000 in excess thereofsuch L/C Borrowing, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 p.m. 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 2:30 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Company’s or a Designated Swing Line Borrower’s irrevocable notice to a Swing Line Lender and the Agent, which may be given by (x) telephone or (y) by a Swing Line Advance Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent, which may be given by telephoneAgent of a Swing Line Advance Notice. Each such notice Swing Line Advance Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 11:00 a.m. than, in the case of Swing Line Advances denominated in Dollars, 2:00 p.m. on the requested borrowing date, and in the case of Swing Line Advances denominated in any Alternative Currency, 2:00 p.m. on four Business Days prior to the requested borrowing date (or such shorter notice period as the applicable Swing Line Lender may require), and shall specify (i) the amount and currency to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the applicable Swing Line Lender of any telephonic Notice of Swing Line BorrowingAdvance Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Advance Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the a Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender willmay, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingAdvance Notice, make the amount of its Swing Line Loan Advance available to the Company or the applicable Designated Swing Line Borrower at its office by crediting the account of the Company or such Designated Swing Line Borrower on the books of the such Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to the made upon a Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or written Swing Line Loan Notice; provided that each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of that Borrower. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, date and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or 1,000,000 (and any amount in excess of $1,000,000 shall be an integral multiple of $25,000 in excess thereof, 100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to that Borrower. Notwithstanding anything to the Borrower at its office by crediting the account of the Borrower on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the applicable Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. A Borrower shall repay to the Swing Line Lender each Defaulting Lender’s portion (after giving effect to Section 2.17(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lender.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum in an aggregate amount of $100,000 or not less than the Borrowing Minimum and that is an integral multiple of $25,000 in excess thereofthe Borrowing Multiple, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed Swingline Borrowing Request containing the information required by this Section 2.04(b) and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan request, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Swingline Loan request and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Borrowing Request, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender specified in immediately available fundssuch Swingline Borrowing Request.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent (on Borrower’s own behalf or on behalf of a Co-Borrower), which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 5:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 5:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting or the account of the Borrower on the books of the Swing Line Lender in immediately available fundsapplicable Co-Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or by a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing datedate (or such later time as shall be acceptable to the Administrative Agent and the Swing Line Lender in their sole discretion), and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender Company in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the BorrowerBorrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each Day and (iii) the Borrower that will receive the proceeds of such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileLoan. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsapplicable Borrower.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be requested pursuant to made upon the Specified U.S. Borrower’s irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, borrowed and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the U.S. Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Specified U.S. Borrower, which notice may be delivered by facsimile. Promptly after receipt by the U.S. Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing the U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(A)(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Specified U.S. Borrower. If a U.S. Swing Line Loan is requested at its office by crediting any time when any U.S. Appropriate Lender is a Defaulting Lender hereunder, so long as no Default or Event of Default shall have occurred and be continuing, such Defaulting Lender’s Applicable Percentage of such requested U.S. Swing Line Loan shall be automatically reallocated among the account U.S. Appropriate Lenders that are not Defaulting Lenders in accordance with their respective Applicable Percentages but in any event not in excess of any non-Defaulting Lender’s U.S. Revolving Credit Commitment. To the Borrower on extent that all or any portion of any Defaulting Lender’s Applicable Percentage of any U.S. Swing Line Loan requested hereunder cannot be reallocated to the books of non-Defaulting Lenders pursuant to the immediately preceding sentence, the U.S. Swing Line Lender in immediately available fundsshall not be obligated to fund such amount of any U.S. Swing Line Loan requested hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileOfficer. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice delivery to the Swing Line Swingline Lender and the Administrative Agentof a Swingline Borrowing request, which may be given by telephone. Each such notice must be received by the Swing Line Lender and with a copy to the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify specifying (i) the amount to be borrowedborrowed and the Revolving Facility under which such borrowing is to occur, which amount shall be a minimum of an amount of $100,000 or specified in an integral multiple of $25,000 in excess thereof, Incremental Revolving Facility Assumption Agreement and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice Swingline Borrowing Request must be confirmed promptly received by the delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of not later than the Borrower, which notice may be delivered by facsimiletime set forth in an Incremental Revolving Facility Assumption Agreement. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Borrowing Request, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or electronically in writing) that the Administrative Agent has also received such Notice of Swing Line Swingline Borrowing Request and, if not, the Swing Line Swingline Lender will notify provide the Administrative Agent (by telephone or in writing) of the contents with a copy thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or electronically in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. the time specified in an Incremental Revolving Facility Assumption Agreement on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 4:00 p.m.the time specified in an Incremental Revolving Facility Assumption Agreement, on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Borrowing Request, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender specified in immediately available fundssuch Swingline Borrowing Request.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by telephonedelivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an and integral multiple multiples of $25,000 100,000 in excess thereof, and (ii) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile). Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfiedsatisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsCompany.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Borrowing Request; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Borrowing Request. Each such notice Swing Line Borrowing Request must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingBorrowing Request, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.07A(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingBorrowing Request, make the amount of its Swing Line Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this Section 2.05 must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 1:00 3:30 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.87

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and with a copy to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and with a copy to the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or (and any amount in excess of $100,000 shall be an integral multiple of $25,000 in excess thereof25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and with a copy to the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimileCompany. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsCompany.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 12:00 p.m. on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has have received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 1:00 1:30 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., 2:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its their Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s request in writing or by email, followed by irrevocable notice to the Swing Line Lender and the Administrative AgentAgent in the form of a Swing Line Loan Notice, which may be given appropriately completed and signed by telephonea Responsible Officer of the Administrative Borrower. Each such notice request must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time, on the requested borrowing Borrowing date, and each such request must be confirmed by a Swing Line Loan Notice which shall specify (i) be delivered to the Administrative Agent no later than 4:00 p.m., New York City time, on the requested Borrowing date, (ii) specify the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral a whole multiple of $25,000 100,000 in excess thereof, and (iiiii) specify the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of request for a Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject Subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. (New York City time) on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $100,000 or an and integral multiple multiples of $25,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day, and (iii) whether such Swing Line Loan shall be a Base Rate Loan or a Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 3:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing (a) Representative shall be requested pursuant give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit B or telephonic notice (followed immediately by a Notice of Borrowing) to Lender of each proposed Base Rate or LIBOR borrowing not later than (a) in the case of a Base Rate borrowing, 12:00 P.M., Chicago time, on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 12:00 P.M., Chicago time, at least three (3) Business Days prior to the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephoneproposed date of such borrowing. Each such notice must shall be received effective upon receipt by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing dateLender, shall be irrevocable, and shall specify (i) the date, amount to be borrowedand type of borrowing and, which amount in the case of a LIBOR borrowing, the initial Interest Period therefor. Each borrowing shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (ii) the requested borrowing date, which shall be on a Business Day. Each LIBOR borrowing shall be in an aggregate amount of at least $500,000 and an integral multiple of at least $250,000. (b) Borrowers hereby authorize Lender to charge any operating, investment or other account of any Borrower (other than deposit accounts used exclusively for (i) payroll or (ii) employee benefits) maintained with Lender or any of its Affiliates to pay any Obligations when due (whether principal, interest, fees or other charges). In the event that the funds in such telephonic notice must operating, investment or other accounts of Borrowers are insufficient to pay any such Obligation when due, then Borrowers hereby authorize Lender to advance Revolving Loans as Base Rate Loans to pay any such Obligations when due (whether principal, interest, fees or other charges), and any such Obligations becoming due shall be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent deemed a request for a Base Rate borrowing of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. Loan on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth due date, in the first proviso to the first sentence of Section 2.03(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account such Obligations. The proceeds of such Revolving Loans shall be disbursed as direct payment of the Borrower on the books relevant Obligation. In addition, unless an Event of Default has occurred and is continuing, solely in respect of Obligations representing legal bills, costs and expenses for Field Examinations and costs and expenses for appraisals, Lender shall use commercially reasonable efforts to either (x) provide Representative with a copy of the Swing Line Lender ▇▇▇▇ or invoice evidencing such charges and discuss such ▇▇▇▇ or invoice with Representative prior to charging the Borrowers for such Obligations in immediately available fundsaccordance with the foregoing terms or (y) provide Representative with a copy of the ▇▇▇▇ or invoice evidencing such charges at least three (3) Business Days prior to charging the Borrowers for such Obligations in accordance with the foregoing terms; provided that, in each case, presentation of such ▇▇▇▇ or invoice shall not constitute demand until three (3) Business Days thereafter.

Borrowing Procedures. Each Swing Line Borrowing shall be requested pursuant to made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) the Required Lenders prior to 1:00 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.03(a2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 4:00 p.m., p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings of the Borrower outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in immediately full of any such L/C Borrowings, and second, shall be made available fundsto the Borrower as provided above.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be requested pursuant to made upon the requesting U.S. Borrower’s irrevocable notice to the U.S. Swing Line Lender and the Administrative U.S. Funding Agent, which may be given by telephone. Each such notice must be received by the U.S. Swing Line Lender and the Administrative U.S. Funding Agent not later than 11:00 a.m. 1:00 p.m. on the requested borrowing date, and shall specify (ia) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof500,000, and (iib) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the U.S. Swing Line Lender and the Administrative U.S. Funding Agent of a written Notice of U.S. Swing Line BorrowingLoan Notice, appropriately completed and signed by a Responsible Officer of the requesting U.S. Borrower, which notice may be delivered by facsimile. Promptly after receipt by the U.S. Swing Line Lender of any telephonic Notice of U.S. Swing Line BorrowingLoan Notice, the U.S. Swing Line Lender will confirm with the Administrative U.S. Funding Agent (by telephone or in writing) that the Administrative Agent it has also received such Notice of U.S. Swing Line Borrowing Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative U.S. Funding Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Global Administrative Agent, U.S. Funding Agent (including at the request of any Revolving U.S. Lender) or any Credit Party prior to 1:00 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (Ai) directing the U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), 2.5.1 or (Bii) that one or more of the applicable conditions specified in Section 3.02 Article VIII is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 4:00 p.m., 3:00 p.m. on the borrowing date specified in such Notice of U.S. Swing Line BorrowingLoan Notice, make the amount of its U.S. Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsrequesting U.S. Borrower.