Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (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 delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible OfficerSwing Line Loan. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the applicable Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon requested pursuant to the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 $1,000,000 and if 100,000 or an integral multiple of $25,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by the delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Loan NoticeNotice of Swing Line Borrowing, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Loan NoticeNotice of Swing Line Borrowing, the Swingline Swing Line 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 Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 1:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article IV Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. 4:00 p.m., on the borrowing date specified in such Swingline Loan NoticeNotice of Swing Line Borrowing, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Borrowing (a) Borrower shall submit to Agent a Draw Request (substantially in the form attached hereto as Exhibit E) which shall be made 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 Swingline 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 Swingline 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 Deficiency in respect of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if lessany Lender, the unused 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 Advance 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 (each, an “Electing Lender”) who has advanced a portion of the Swing Line Sublimit and (ii) Deficiency the requested date amount advanced on behalf of the Defaulting Advancing Lender, together with interest thereon at the Default Rate. If more than one Lender elects to advance a portion of the Deficiency such Swingline Borrowing (which Lenders’ advances shall be a Business Day)made based on the relative Ratable Shares of the Loan of each Electing Lender or as otherwise agreed to by such Lenders. Each such telephonic notice must be confirmed promptly by delivery In the event the Defaulting Advancing Lender fails to advance or repay the Swingline Lender and Deficiency (with interest at the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice andDefault Rate, if not, the Swingline Lender will notify the Administrative Agent (by telephone applicable) on or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline 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 Swingline 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 Swingline 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 2.04(a), or (B) that one or more make its ratable portion of the applicable conditions specified in Article IV is not then satisfied, then, subject Advance to the terms and conditions hereof, the Swingline be made by such other Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the BorrowerBorrowing Date.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be 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 Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, 100,000 (or, if lessas applicable, the unused portion of the Swing Line Sublimit Alternative Currency Equivalent thereof), and (ii2) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline applicable Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 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 Swingline Swing Line Borrowing (A) directing the Swingline applicable Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender will, not later than 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 Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrowerapplicable Borrower at its office by crediting the account of such Borrower on the books of such Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of $1,000,000 100,000 and if integral multiples of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must , and (iii) the Type of Swing Line Loans to be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officerborrowed. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:30 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative AgentLender, which may be given by telephone. Each such notice must be received by the 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 shall be a minimum of $1,000,000 and if in excess thereof, in an aggregate amount that is an integral multiples of $1,000,000, or, if less, the unused portion multiple of the Swing Line Sublimit Borrowing Multiple and not less than the Borrowing Minimum, (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day)Day 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 Swingline Lender and the Administrative Agent) of a written Swingline Loan Notice to the Swingline Lender and the Administrative Agent of a written Swingline Loan NoticeAgent, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with will, if it is willing to make the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such requested Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) and provided that one or more of the all applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender willSection 4.2 are satisfied or waived, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the BorrowerBorrower by crediting the account of the Borrower maintained with the Swingline Lender and notify the Administrative Agent thereof in writing.

Borrowing Procedures. (a) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and Borrower to the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify (New York City time) (i) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereofone Business Day, in integral multiples the case of $1,000,000, or, if less, the unused portion a Borrowing of the Swing Line Sublimit Base Rate Loans and (ii) three (3) Business Days, in the requested case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in writing in substantially the form of Exhibit B (a “Notice of Borrowing”), specifying (A) the date of such Swingline proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of such Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (which D) the initial Interest Period or Periods for any such Eurodollar Rate Loans, and (E) the Available U.S. Credit (after giving effect to the proposed Borrowing). Revolving Loans shall be made as Base Rate Loans unless (subject to Section 2.14) the Notice of Borrowing specifies that all or a Business Dayportion thereof shall be Eurodollar Rate Loans. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $250,000 in excess thereof. (b) The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Noticeshall, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent before 11:00 a.m. (by telephone or in writingNew York City time) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to Borrowing, make such Swingline 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 11.8 in immediately available funds, such Lender’s Ratable Portion of Section 2.04(a)such proposed Borrowing. After the Administrative Agent’s receipt of such funds and (i) on the Closing Date, or (B) that one or more upon fulfillment of the applicable conditions specified set forth in Article IV is not then satisfiedSection 3.1 and (ii) at any time (including the Closing Date), then, subject to upon fulfillment of the terms and applicable conditions hereofset forth Section 3.2, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in Administrative Agent will make such Swingline Loan Notice, make the amount of its Swingline Loan funds available to the Borrower. (c) Unless the Administrative Agent shall have received notice from any 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, 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 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 Lender to make the Loans or any payment required by it on the date specified (a “Non-Funding Lender”), including any payment in respect of its participation in Swing 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 no such other Lender shall be responsible for the failure of any Non-Funding Lender to make a Loan or payment required under this Agreement.

Borrowing Procedures. (i) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the 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 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline the Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in Same Day Funds.

Borrowing Procedures. Each Swingline Subject to the terms of any Auto Borrow Agreement, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each Day and (iii) whether such telephonic notice must Swing Line Loan shall be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Base Rate Loan Notice, appropriately completed and signed by or a Responsible OfficerQuoted Rate Swing Line Loan. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made only upon the BorrowerCompany’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (iiy) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each , and (z) the Type of such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible OfficerSwing Line Loan. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willmay, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline applicable Swing Line Loan available to the BorrowerCompany at its office by (1) crediting the account of the Company on the books of the Swing Line Lender in Same 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 Swingline Swing Line Euro Tranche Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereofthe Minimum Principal Amount, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Euro Tranche Lender of any telephonic Swingline Swing Line Euro Tranche Loan Notice, the Swingline Swing Line Euro Tranche Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Euro Tranche Loan Notice and, if not, the Swingline Swing Line Euro Tranche Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 12:00 p.m. (London time) on the date of the proposed Swingline Swing Line Euro Tranche Borrowing (A) directing the Swingline Swing Line Euro Tranche Lender not to make such Swingline Swing Line Euro Tranche Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(asubsection 2.7(a), or (B) that one or more of the applicable conditions specified in Article IV Section 6.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Euro Tranche Lender will, not later than 3:00 p.m. (London time) on the borrowing date specified in such Swingline Swing Line Euro Tranche Loan Notice, make the amount of its Swingline Swing Line Euro Tranche Loan available to the Borrowerapplicable Borrower at its office by crediting the account of such Borrower on the books of the Swing Line Euro Tranche Lender in Same Day Funds.

Borrowing Procedures. Each To request a Swingline Borrowing Loan, the US Borrower shall be made upon the Borrower’s irrevocable notice to notify the Swingline Lender and (with a copy to the Administrative Agent, which may be given ) of such request by telephonea Swingline Loan Request. Each such notice must be received by the 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 shall be a minimum of $1,000,000 and if in excess thereof50,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the 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 2:00 12:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.24(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Loan NoticeRequest, make the amount of its Swingline Loan available to the US Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the US Borrower by 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 (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline 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 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.03 is not then satisfiedsatisfied (or waived in accordance with Section 10.01), then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. (a) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable on notice given by a Borrower to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be in a minimum amount of $1,000,000 and if in excess thereof, in integral multiples or a whole multiple of $1,000,000100,000 above that amount), or, or if less, the unused portion remaining undrawn amount of the Swing Line Sublimit Loan, (C) the Tranche designations of the various Loans to be made on the proposed Funding Date, and (iiD) the requested date corporate credit rating of such Swingline 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 Tranche C Loan shall be accompanied by copies of Permitted Invoices. Each Notice of Borrowing shall be accompanied by a copy of any Notice of Borrowing (which as defined therein) given under the Other Loan Agreement for Borrowings on the same date. (b) The Loan Agent shall be give to the Lenders prompt notice of the Loan Agent's receipt of a Business Day)Notice of Borrowing and the Applicable Interest Rate with respect thereto. Each such telephonic notice must be confirmed promptly by delivery Lender shall, subject to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender terms of any telephonic Swingline Loan Noticemutually agreed funding agreement, the Swingline 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 Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan NoticeBorrowing, make the amount of its Swingline Loan available to the BorrowerLoan Agent at the account 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 Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the 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 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 3:00 p.m. (New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Article IV Section 5.02 (if on the Funding Date) and Section 5.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 4:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if U.S.$500,000 in excess thereof, in integral multiples the case of $1,000,000, or, if less, the unused portion of the U.S. Dollar Swing Line Sublimit Loans and C$100,000 in the case of Swing Line Loans denominated in Canadian Dollars, (ii) the requested date of such Swingline Borrowing currency, and (iii) the requested borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline 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 Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent Agents (by telephone or in writing) of the contents thereof. Unless the Swingline 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 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 Swingline Swing Line Borrowing of Canadian Dollar Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline 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 Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day)Day 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 delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Company. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Company or the applicable Designated Borrower, as the case may be.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of General Partner, in its capacity as the sole general partner of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Domestic Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Domestic Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Domestic Swing Line Lender and the Administrative Agent of a written Swingline Domestic Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Company. Promptly after receipt by the Swingline Domestic Swing Line Lender of any telephonic Swingline Domestic Swing Line Loan Notice, the Swingline Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Domestic Swing Line Loan Notice and, if not, the Swingline Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:00 p.m. on the date of the proposed Swingline Domestic Swing Line Borrowing (A) directing the Swingline Domestic Swing Line Lender not to make such Swingline Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), 2.05(a)(i) or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Domestic Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Domestic Swing Line Loan Notice, make the amount of its Swingline the requested Domestic Swing Line Loan available to the BorrowerCompany (x) at the Domestic Swing Line Lender’s office by crediting the account of the Company on the books of the Domestic Swing Line Lender in Same 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 Swingline Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of (A) in the case of Swing Line Loans denominated in Dollars, $1,000,000 and if 100,000, (ii) in excess thereofthe case of Swing Line Loans denominated in Euro, €100,000, or (iii) in integral multiples the case of Swing Line Loans designated in any other Alternative Currency, the applicable Alternative Currency Equivalent of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline applicable Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the relevant Borrower. Promptly after receipt by the Swingline such Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline applicable Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrowerrelevant Borrower by wire transfer or by crediting the account of such Borrower on the books of such Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:30 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a‎Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV ‎Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline their Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV VI is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day)Day 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 delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the relevant Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the such proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the relevant Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal increments of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm in writing with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) writing of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.22(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline each applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 which, in each case, shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit 100,000 and (iiiii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline each such Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officeror on behalf of the Borrower. Promptly after receipt by the Swingline each such Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline each such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline each such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and Borrower to the Administrative Agent not later than (i) 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereofsame Business Day, in integral multiples the case of $1,000,000a Borrowing of Base Rate Loans, or, if less, the unused portion of the Swing Line Sublimit and or (ii) 12:00 noon three (3) Business Days, in the requested case 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 Swingline Borrowing (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 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 of the Administrative Agent’s receipt of a Notice of Borrowing, and, if Eurocurrency Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Noticeshall, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 before 1:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to Borrowing, make such Swingline 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 2.04(a)12.1) (i) on the Restatement Effective Date, or (B) that one or more of the applicable conditions specified set forth in Article IV is not then satisfiedSection 4.1 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 Swingline Administrative Agent shall make such funds available to the Borrower as promptly as reasonably practicable. (c) Unless the Administrative Agent shall have received notice from a Lender willprior 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), not later than 3:00 p.m. the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the borrowing date specified of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, in reliance upon such Swingline Loan Noticeassumption, make available to the Borrower on such date a corresponding amount. If and to the 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 its Swingline 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 available 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 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 effect 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to Borrower at its office by crediting the Borroweraccount of Borrower on the books of 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 5:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 6:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative AgentSwing Line Lender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit 100,000 and (iib) the requested date of such Swingline Borrowing (date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 3:00 p.m., New York time, on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(1), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower. Notwithstanding anything to the 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 such 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 Swingline The Borrower Representative shall give the Agent irrevocable prior written notice in the form of a Borrowing Request not later than (i) in the 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 made, in the case of LIBOR Loans, in a minimum amount of $500,000 and an integral multiple of $250,000, in the 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 made upon comprised of the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing dateType of Loans, and shall specify (i) be made on the amount to be borrowedBusiness Day, which shall be a minimum of $1,000,000 and if specified in excess thereof, in integral multiples of $1,000,000, or, if lesssuch Borrowing Request. Promptly upon receipt, the unused portion Agent will notify all Lenders of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofBorrowing Request. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 By 4:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline 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 Swingline 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 2.04(a), or (B) that one or more of Lenders. To the applicable conditions specified in Article IV is not then satisfied, then, subject to extent funds are received from the terms and conditions hereofLenders, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in Agent shall make such Swingline Loan Notice, make the amount of its Swingline Loan funds available to the BorrowerBorrowers by wire transfer to the account the Borrower Representative shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan or participate in a Swing Loan shall be affected by any other Lender’s failure to make any Loan or participate in any Swing Loan.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Swingline Lender and the Administrative AgentSwing Line Lender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 12:00 p.m., New York time, on the requested borrowing date, Borrowing date and shall specify (ia) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit 100,000 and (iib) the requested date of such Swingline Borrowing (date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 3:00 p.m., New York time, on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(1), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrowers. Notwithstanding anything to the 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 Borrowers 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 such 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 Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (iiiii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Company. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline The Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrowerapplicable Domestic Borrower by crediting the account of such Domestic Borrower with the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the (with respect to Swing Line Sublimit and Loans denominated in Dollars) or C$1,000,000 (with respect to Swing Line Loans denominated in Canadian Dollars), (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 date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must Day and (iv) the currency of the Swing Line Loan to be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officerborrowed. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that it believes in good faith that one or more of the applicable conditions specified in Article IV Section 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 Swingline Swing Line Lender will, not later than 3:00 p.m. 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 Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to such Borrower, at such Borrower’s election, either by (i) crediting the Borroweraccount of 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 Loan Notice.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:30 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline their Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed which shall specify (i) the requested date of the Swingline Borrowing, (ii) the principal amount of Swingline Loan, (iii) the Tenor of the Swingline Loan to be borrowed and signed by a Responsible Officer(iv) the duration with respect thereto. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 4:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the applicable Borrower at its office by wire transfer to the account specified by the applicable Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 100,000 (and if any amount in excess thereof, thereof shall be in an integral multiples multiple of $1,000,00025,000), or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must Day and (iii) the amount of Swing Line Loans to be confirmed promptly by delivery to incurred under the Swingline Lender 2018 Revolving Credit Tranche and the Administrative Agent 2020 Revolving Credit Tranche, respectively (which, as provided in the immediately preceding clause (a), shall be allocated on a pro rata basis based on the amount of a written Swingline Loan Notice, appropriately completed 2018 Revolving Credit Commitments and signed by a Responsible Officer2020 Revolving Credit Commitments outstanding at such time). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower 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 transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify by: (i) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and telephone or (ii) the requested date of such a Swingline Borrowing (which shall be a Business Day). Each such Loan Notice; provided, however, that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice. Each such Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as shall be acceptable to the Administrative Agent and the Swingline Lender), appropriately completed and signed by shall specify (A) the amount to be borrowed, which shall be a Responsible Officerminimum of $100,000, and (B) the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Noticemay, make the amount of its Swingline Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of $1,000,000 100,000 and if integral multiples of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower. (ii) 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 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 preceding 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:30 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Loan Borrowing shall be made upon requested pursuant to the Borrower’s Borrowers’ irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 $1,000,000 and if 50,000 or an integral multiple of $10,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit thereof and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly immediately by the delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Notice of Swing Loan NoticeBorrowing, appropriately completed and signed by a Responsible OfficerOfficer of the Borrowers, which notice may be delivered by facsimile or e-mail. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Notice of Swing Loan NoticeBorrowing, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Notice of Swing Loan Notice Borrowing and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 1:00 p.m., on the date of the proposed Swingline Swing Loan Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article IV Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. 2:00 p.m., on the borrowing date specified in such Swingline Notice of Swing Loan NoticeBorrowing, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrowers by crediting the account of the Borrowers on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative AgentSwing Line Lender, which may be given by telephonea Swing Line Loan Notice. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit 100,000 and (iib) the requested date of such Swingline Borrowing (date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 10:00 a.m., New York time, on the date of the proposed Swingline Swing Line Borrowing (Ai) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), 2.04(1) or (Bii) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. 3:30 p.m., New York time, on the borrowing Borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower. Notwithstanding anything to the 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 such 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 Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Loan NoticeSwing Line Borrowing Request, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice Swing Line Borrowing Request and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.07A(a), or (B) that one or more of the applicable conditions specified in Article IV 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan NoticeSwing Line Borrowing Request, make the amount of its Swingline Swing Line Loan available to the BorrowerCompany at its office by crediting the account of the Company on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of Five-Hundred Thousand Dollars ($1,000,000 500,000) and if integral multiples of One-Hundred Thousand Dollars ($100,000) in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline applicable Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline applicable Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first (1st) proviso to the first (1st) sentence of Section 2.04(a), or (B) that one (1) or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfiedsatisfied (and such condition or conditions have not been waived), then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willmay, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s request in writing or by email, followed by irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if 100,000 or a whole multiple of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (iiiii) specify the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Loan Noticerequest for a Swing Line Borrowing, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject Subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. (New York City time) on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum principal amount of $1,000,000 and if 100,000, or a whole multiple of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower or any other individual designated by the 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 Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable written notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit 100,000 and (iiB) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. (New York Time) on the date of the proposed Swingline Swing Line Borrowing (A1) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 1:00 p.m. (New York Time) on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the 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 sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Revolving Credit Loan.

Borrowing Procedures. Each Swingline 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 made made, at the election of Borrower, (1) pursuant to the Autoborrow Agreement; or (2) upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerPerson of Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to Borrower at its office by crediting the Borroweraccount of Borrower on the books of 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 5:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 6:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum principal amount of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day)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 delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Borrowing Swing Line Loan shall be made upon the Borrower’s irrevocable notice to the Swingline Lender any Swing Line Bank and the Administrative Agent (if other than the Swing Line Bank), Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Request; provided that any telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Bank and the Administrative Agent of a Swing Line Loan Request. Each such notice must be received by the Swingline Lender applicable Swing Line Bank and the Administrative Agent (if other than the Swing Line Bank) not later than 11:00 a.m. 4:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date proposed Drawdown Date of such Swingline Borrowing Swing Line Loan, and (which shall be a Business Day). Each iii) the Interest Period for such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible OfficerSwing Line Loan. Promptly after receipt by the Swingline Lender applicable Swing Line Bank of any telephonic Swingline Swing Line Loan NoticeRequest, such Swing Line Bank (if other than the Swingline Lender Administrative Agent) will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice Request and, if not, the Swingline Lender such Swing Line Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender applicable Swing Line Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving LenderBank) prior to 2:00 5:15 p.m. on the date of the proposed Swingline Borrowing Swing Line Loan (A) directing the Swingline Lender such Swing Line Bank not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (B) that one or more of the applicable conditions specified in Article IV Section 10 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender such Swing Line Bank will, not later than 3:00 5:30 p.m. on the borrowing date specified in such Swingline Swing Line Loan NoticeRequest, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of such Swing Line Bank in immediately available funds; provided that, subject to Section 2.13.1(iv), if any Bank is a Defaulting Bank on the date the Swing Line Loan is made, the applicable Swing Line Bank shall not advance that portion of the requested Swing Line Loan that is equal to the Commitment Percentage of such Defaulting Bank (except to the extent such Defaulting Bank has provided Cash Collateral therefor pursuant to Section 2.12).

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:30 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower.87

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Borrower. Each such notice Swing Line Loan Notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower in immediately available funds.

Borrowing Procedures. (a) Revolving Credit Borrowings. (i) Multi-Currency Facility. Each Swingline Dollar Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and U.S. Borrower to the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify 12:00 noon (New York time) (i) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereofone Business Day, in integral multiples the case of $1,000,000, or, if less, the unused portion a Borrowing of the Swing Line Sublimit U.S. Base Rate Loans and (ii) three Business Days, in the requested date of such Swingline Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent case of a written Swingline Loan NoticeBorrowing of Eurocurrency Rate Loans, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing. Each Euro Borrowing shall be made on notice given by the German Borrower to the Administrative Agent not later than 12:00 noon (Local Time) three Business Days prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a "Notice of Borrowing") and shall specify (A) directing the Swingline Lender not to make date of such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)proposed Borrowing, or (B) that one or more the aggregate amount of such proposed Borrowing (1) in the case of the U.S. Borrower, denominated in Dollars and (2) in the case of the German Borrower, denominated in Euros, (C) in the case of any Dollar Borrowing, whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurocurrency Rate Loans, (D) for each Eurocurrency Rate Loan, the initial Interest Period or Interest Periods thereof and (E) the applicable conditions specified in Article IV is not then satisfied, thenBorrower's Available Credit (after giving effect to the proposed Borrowing). Dollar Loans shall be made as Base Rate Loans unless, subject to the terms Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans and conditions hereofBA Rate Loans), the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans. Each Borrowing shall be in such Swingline Loan Notice, make the an aggregate amount of its Swingline Loan available to not less than the BorrowerMinimum Currency Threshold.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice delivery to the Swingline Lender of a Swingline Borrowing request, with a copy to the Administrative Agent specifying (i) the amount to be borrowed and the Administrative AgentRevolving Facility under which such borrowing is to occur, which may shall be given by telephonea minimum of an amount specified in an Incremental Revolving Facility Assumption Agreement and (ii) the requested borrowing date, which shall be a Business Day. Each such notice Swingline Borrowing Request must be received by the Swingline 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 shall be a minimum of $1,000,000 and if time set forth in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officeran Incremental Revolving Facility Assumption Agreement. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan NoticeBorrowing Request, the Swingline Lender will confirm with the Administrative Agent (by telephone or electronically in writing) that the Administrative Agent has also received such Swingline Loan Notice Borrowing Request and, if not, the Swingline Lender will notify provide the Administrative Agent (by telephone or in writing) of the contents with a copy thereof. Unless the 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 2:00 p.m. the time specified in an Incremental Revolving Facility Assumption Agreement on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. the time specified in an Incremental Revolving Facility Assumption Agreement, on the borrowing date specified in such Swingline Loan NoticeBorrowing Request, make the amount of its Swingline Loan available to the BorrowerBorrower at the account of the Borrower specified in such Swingline Borrowing Request.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of $1,000,000 100,000 and if integral multiples of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline the Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfiedsatisfied or waived, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerCompany.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Company’s or the applicable Domestic Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 100,000, and if a multiple of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to Day and (iii) the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officerapplicable Domestic Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 12:00 noon on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the applicable Domestic Borrower.

Borrowing Procedures. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. (New York time) on the date of the proposed Borrowing of Swingline Borrowing Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)this Article II, or (B) that one or more of the applicable conditions specified in Article IV Section 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. (New York time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office either by (i) crediting the account of the Borrower on the books of the Swingline Lender with the amount of such funds or (ii) wire transfer of such funds, in each case, in accordance with written instructions provided to the Swingline Lender by the Borrower.

Borrowing Procedures. The provisions of Section 2.2 shall not apply to Borrowings of Swing Line Loans. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if 500,000 or whole multiples of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Loan NoticeSwing Line loan notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Loan NoticeSwing Line loan notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice Swing Line loan notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 3:00 P.M., Central time, on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.15(a), or (B) that one or more of the applicable conditions specified in Article IV 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. P.M., Central time, on the borrowing date specified in such Swingline Loan NoticeSwing Line loan notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. (i) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the 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 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline the Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day)Day 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 delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the such proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day)Day and (iii) the account of the Borrower to be credited with the proceeds of suchthe Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Tranche B Revolving Credit Lender) prior to 2:00 p.m. on the date of the such proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower. Notwithstanding anything to the 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 Tranche B Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer 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 Swingline Swing Line Borrowing shall be made upon the Company’s or a Designated Swing Line Borrower’s irrevocable notice to the Swingline a Swing Line Lender and the Administrative Agent, which may be given by telephone(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 Agent of a Swing Line Advance Notice. Each such notice Swing Line Advance Notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline applicable Swing Line Lender of any telephonic Swingline Loan Swing Line Advance Notice, the Swingline such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Swing Line Advance Notice and, if not, the Swingline such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline such Swing Line Lender not to make such Swingline Loan Swing Line Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline such Swing Line Lender willmay, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Loan Swing Line Advance Notice, make the amount of its Swingline Loan Swing Line Advance available to the BorrowerCompany 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 such Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 (and if any amount in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion 1,000,000 shall be an integral multiple of the Swing Line Sublimit $100,000) and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan NoticeNotice (by telephone or in writing), the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to that Borrower. Notwithstanding anything to the Borrowercontrary 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 such 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 12:00 p.m. on the requested borrowing date, date and shall specify (i) the principal amount to be borrowed, which shall be a minimum of $1,000,000 100,000 (and if in excess thereof, in shall be an integral multiples multiple of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit 100,000) and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline relevant Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan NoticeNotice (in writing), the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfiedsatisfied or waived, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower. Notwithstanding anything to the 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 Borrower to eliminate the Swing Line Lender’s Fronting Exposure (solely after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

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

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline applicable Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerSenior Officer of the Borrower, provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. Promptly after receipt by the Swingline applicable Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline 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 Swingline 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 2:00 5:15 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline such Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.07(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 5:30 p.m. (New York City time) on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of such Swing Line Lender or by disbursing such funds to such other location and number of the Borrower’s account indentified in the 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. Each To request a Swingline Borrowing Loan, the US Borrower shall be made upon the Borrower’s irrevocable notice to notify the Swingline Lender and (with a copy to the Administrative Agent, which may be given ) of such request by telephonea Swingline Loan Request. Each such notice must be received by the 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 shall be a minimum of $1,000,000 and if in excess thereof50,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the 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 2:00 3:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.24(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Loan NoticeRequest, make the amount of its Swingline Loan available to the US Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the US Borrower by 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 (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Parent Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of $1,000,000 100,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit 100,000 in excess thereof and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Parent Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000 or, in integral multiples the case of $1,000,000, or, if lessa Swing Line Loan used to reimburse an L/C Borrowing, the unused portion amount of the Swing Line Sublimit such L/C Borrowing, and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 12:00 noon on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 2:30 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the 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 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (iiC) the requested date of such Swingline the Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender willmay, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrowerapplicable Borrower at its office by crediting the account of the applicable Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline U.S. Swing Line Borrowing shall be made upon the Specified U.S. Borrower’s irrevocable notice to the Swingline U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit borrowed and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline U.S. Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Specified U.S. Borrower. Promptly after receipt by the Swingline U.S. Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline U.S. Swing Line Borrowing (A) directing the Swingline U.S. Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(A)(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Specified U.S. Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 100,000 (and if any amount in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion 100,000 shall be an integral multiple of the Swing Line Sublimit $100,000) and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan NoticeNotice (by telephone or in writing), the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the 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 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 amount to be borrowed, which shall be a minimum of $1,000,000 and if 250,000 or a whole multiple of $50,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (iiB) the requested date of such Swingline the Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Noticemay, make the amount of its Swingline Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the US Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephoneAgent in writing. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 2:00 p.m., New York time on the requested borrowing Borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 300,000 and if integral multiples of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (date, which shall be a Business Day). Each such telephonic notice must shall be confirmed promptly given by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Swing Line Lender has received notice (by telephone or in writing) writing from the Administrative Agent (including at the request of any Dollar Revolving Lender) prior to (x) 2:00 p.m. p.m., New York time, in the case of Swing Line Loans to reimburse an L/C Issuer in respect of drawings under Letters of Credit, or (y) 4:30 p.m., New York time, in all other cases, on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a) (The Swing Line), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 (Conditions Precedent to Each Credit Extension) is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than (x) 3:00 p.m. p.m., New York time, in the case of Swing Line Loans to reimburse an L/C Issuer in respect of drawings under Letters of Credit, or (y) 5:00 p.m., New York time, in all other cases, on the borrowing Borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the US Borrower by wire transfer of such funds, in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the US Borrower.

Borrowing Procedures. Each Swingline Swing Loan Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 $1,000,000 and if 100,000 or an integral multiple of $25,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by the delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Notice of Swing Loan NoticeBorrowing, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower, which notice may be delivered by facsimile or e-mail. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Notice of Swing Loan NoticeBorrowing, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Notice of Swing Loan Notice Borrowing and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 1:00 p.m., on the date of the proposed Swingline Swing Loan Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.03(a), or (B) that one or more of the applicable conditions specified in Article IV Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. 2:00 p.m., on the borrowing date specified in such Swingline Notice of Swing Loan NoticeBorrowing, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Borrowing under the Swingline Borrowing shall be made upon the Borrowerapplicable Borrower Party’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be in a minimum of $1,000,000 and if in excess thereof, in integral multiples of principal amount that is not less than $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and ; (ii) specify the requested date of such Swingline 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 delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice for such Swingline Loan Noticeand an applicable Syndicated Loan (to refinance such Swingline Loan), appropriately completed and signed by a Responsible OfficerOfficer of such Borrower Party. Promptly after receipt by the Administrative Agent of any Loan Notice for a Swingline Loan, Administrative Agent shall notify the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) amount of the contents thereofapplicable Swingline Loan. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. 12:00 noon on the date of the proposed Swingline Borrowing Borrowing: (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.07(a), ; or (B) that one or more of the applicable conditions specified in Article IV Section 7 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 4:00 p.m. on the borrowing Borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the BorrowerAdministrative 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 such Borrower Party specified in such Loan Notice.

Borrowing Procedures. Each Swingline U.S. Swing Line Borrowing shall be made upon the Specified U.S. Borrower’s irrevocable notice to the Swingline U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit borrowed and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline U.S. Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Specified U.S. Borrower. Promptly after receipt by the Swingline U.S. Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline U.S. Swing Line Borrowing (A) directing the Swingline U.S. Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.04(A)(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Specified U.S. Borrower. If a U.S. Swing Line Loan is requested at 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 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 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 non-Defaulting Lenders pursuant to the immediately preceding sentence, the U.S. Swing Line Lender shall not be obligated to fund such amount of any U.S. Swing Line Loan requested hereunder.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (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 delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible OfficerSwing Line Loan. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the applicable Borrower.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum principal amount of $1,000,000 and if 100,000, or a whole multiple of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower or any other individual designated by the Borrower in writing to the Administrative Agent (together with an incumbency certification for such individual). Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline the Borrowing (which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower 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 Swingline Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given Agent by telephonedelivery of a Swing Line Loan Notice. Each such notice must be received by the Swingline Swing Line Lender and the Administrative Agent not later than 11:00 a.m. 1:00 P.M. on the requested borrowing date (or, in the case of any Alternative Currency Swing Line Loan, not later than 1:00 P.M. (London time) on the requested borrowing date), and shall specify (i) the applicable Revolving Credit Facility and the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000€100,000 or £100,000, oras applicable, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice Swing Line Loan Notice must be confirmed promptly by delivery in writing and transmitted via facsimile to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Loan NoticeAgent, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) Officer of the contents thereofUS Borrower or the European Borrower, as applicable. Unless the Swingline 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 2:00 p.m. P.M. (or, in the case of any Alternative Currency Swing Line Loan, at such time as may be specified by the Administrative Agent to the US Borrower or European Borrower, as applicable) on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. P.M. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the US Borrower or the European Borrower, as applicable, at its office by crediting the account of such Borrower on the books of the Swing Line Lender in Same Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if 100,000 or a whole multiple of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each Day and (iii) whether such telephonic notice must be confirmed promptly by delivery to Swing Line Loan will bear interest at the Swingline Lender and Base Rate or the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible OfficerSOFR Daily Floating Rate. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article ARTICLE IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrower at its office by crediting the account of the Borrower designated on the books of the Swing Line Lender or by wire transfer in immediately available funds.

Borrowing Procedures. Each Swingline Borrowing (a) Representative shall be made upon give written notice (each such written notice, a “Notice of Borrowing”) substantially in the Borrower’s irrevocable 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 Swingline 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 Swingline Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing dateLender, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Each borrowing 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) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and 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 requested date event that the funds in such operating, investment or other accounts of Borrowers are insufficient to pay any such Swingline Borrowing Obligation when due, then Borrowers hereby authorize Lender to advance Revolving Loans as Base Rate Loans to pay any such Obligations when due (which whether principal, interest, fees or other charges), and any such Obligations becoming due shall be deemed a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent request for a Base Rate borrowing of a written Swingline Revolving Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth due date, in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available such Obligations. The proceeds of such Revolving Loans shall be disbursed as direct payment of the 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 Borrower▇▇▇▇ or invoice evidencing such charges and discuss such ▇▇▇▇ or invoice with Representative prior to charging the Borrowers for such Obligations in accordance 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 Swingline 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 made upon the Revolving Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (iiy) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must , and (z) the Type of Swing Line Loan to be confirmed promptly by delivery borrowed or to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officerwhich existing Swing Line Loans are to be converted. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerRevolving Borrower at 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 Swingline Borrowing Swing Line Loan shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit borrowed and (ii) the requested date of such Swingline Borrowing (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 delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. 11:00 a.m. Houston, Texas time on the date of the proposed Swingline Borrowing Swing Line Loan (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.09(a), or (B) that one or more of the applicable conditions specified in Article IV Section 6.01 hereof is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. promptly on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerBorrowers.

Borrowing Procedures. Each Swingline (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 made upon 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 Swingline 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 Swingline 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 shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the that any unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (which Expense Deposit shall be a Business Day)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 (including opinions of counsel) and the 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 delivered in connection with this Agreement. Each such telephonic notice must be confirmed promptly by delivery to of the Swingline Lender Borrower, the Portfolio Administrator and the Guarantor hereby agrees that neither the Administrative Agent of a nor any Lender shall incur any liability to anyone in acting upon any signature, written Swingline Loan Notice, appropriately completed and instrument or notice purportedly signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) an officer of the contents thereof. Unless Borrower or the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the BorrowerPortfolio Administrator.

Borrowing Procedures. Each Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum principal amount of $1,000,000 100,000 and if integral multiples of $100,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must , and (iii) the Type of Swing Line Loans to be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officerborrowed. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 3:30 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 4:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 1:30 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso provisos to the first sentence of Section 2.04(a2.05(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 2:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline their Swing Line Loan available to the Borrower.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the BorrowerCompany in Same Day Funds.

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and 100,000 (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day)Day 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 delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the such proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.

Borrowing Procedures. (a) Each Swingline Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereofone Business Day, in integral multiples the case of $1,000,000, or, if less, the unused portion a Borrowing of the Swing Line Sublimit Base Rate Loans and (ii) three Business Days, in the requested case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying, (A) the date of such Swingline 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 Business DayFacility 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 $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Noticeshall, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent before 1:00 p.m. (by telephone or in writingNew York time) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan NoticeBorrowing, make the amount of its Swingline Loan available to the BorrowerAdministrative Agent at its 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 Swingline Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline 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 shall be a minimum principal amount of $1,000,000 and if 50,000, or a whole multiple of $50,000 in excess thereof, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day)Day 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 delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Borrowing of Swing Line Loans (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV V is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower.Borrower in Same Day Funds. Notwithstanding the foregoing, in the event that an “auto borrow”, “zero balance” or similar arrangement shall be in place between the Borrower and the Swing Line Lender, the Borrower shall request Swing Line Loans pursuant to such alternative notice arrangements, if any, provided thereunder or in connection therewith

Borrowing Procedures. Each Swingline Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof500,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each , and (iii) if such telephonic notice must be confirmed promptly request is made by delivery to the Swingline Lender and the Administrative Agent Borrower on behalf of a written Swingline Loan NoticeDesignated Borrower, appropriately completed and signed by a Responsible Officerthe applicable Designated Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender willshall be free to, not later than 3:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrowers either at its office by crediting the account of a Borrower on the books of the Swing Line Lender in 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 Swingline Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline 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 Swingline 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 shall be a minimum of $1,000,000 and if in excess thereof100,000, in integral multiples of $1,000,000, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Swing Line Lender and the Administrative Agent of a written Swingline Swing Line Loan Notice, appropriately completed and signed by a Responsible OfficerOfficer of the Borrower. Promptly after receipt by the Swingline Swing Line Lender of any telephonic Swingline Swing Line Loan Notice, the Swingline Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Swing Line Loan Notice and, if not, the Swingline Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline 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 2:00 5:00 p.m. on the date of the proposed Swingline Swing Line Borrowing (A) directing the Swingline Swing Line Lender not to make such Swingline Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Swing Line Lender will, not later than 3:00 5:00 p.m. on the borrowing date specified in such Swingline Swing Line Loan Notice, make the amount of its Swingline Swing Line Loan available to the Borrower or the applicable Co-Borrower.

Borrowing Procedures. Each To request a Swingline Borrowing Loan, the applicable North American Borrower shall be made upon the Borrower’s irrevocable notice to notify the Swingline Lender and (with a copy to the Administrative Agent, which may be given ) of such request by telephonea Swingline Loan Request. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 11:00 a.m. (1) with respect to Swingline Loans to the US Borrower, 3:00 p.m. on the requested borrowing dateday of a proposed Swingline Loan and (2) with respect to Swingline Loans to the Canadian Borrower, and 1:00 p.m. on the day of a proposed Swingline Loan and, in each case, shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000 and if in excess thereof50,000 or C$50,000, in integral multiples of $1,000,000as applicable, or, if less, the unused portion of the Swing Line Sublimit and (ii) the requested date of such Swingline Borrowing (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the 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 2:00 (x) 3:00 p.m. on the date of the proposed Swingline Loan Borrowing with respect to Swingline Loans to the US Borrower and (y) 1:00 p.m. on the date of the proposed Swingline Loan Borrowing with respect to Swingline Loans to the Canadian Borrower (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.24(a), or (B) that one or more of the applicable conditions specified in Article IV Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 (x) with respect to Swingline Loans to the US Borrower, 4:00 p.m. on the borrowing date specified in such Swingline Loan NoticeRequest and (y) with respect to Swingline Loans to the Canadian Borrower, 2:00 p.m. on the borrowing date specified in such Swingline Loan Request, make the amount of its Swingline Loan available to the applicable North American Borrower. The Swingline Lender shall make each applicable Swingline Loan available to the applicable North American Borrower by means of a credit to the account designated in the related Swingline Loan Request or otherwise in accordance with the instructions of the applicable North American Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).