Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender, which may be given by a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender not later than 2:30 p.m., New York time, on the requested Borrowing date and shall specify (a) the amount to be borrowed, which shall be a minimum of $100,000 and (b) the requested Borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon requested pursuant to the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 11:00 a.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 1:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.03(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 4:00 p.m., New York time, on the Borrowing borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice by the Parent Borrower, on its own behalf or on behalf of the U.S. Borrower (each a “Swing Line Borrower”) to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess of $100,000 shall be an integral multiple of $50,000) and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Promptly after receipt by the Swing Line Lender of any telephonic notice or Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the such Swing Line 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 U.S. Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Parent Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d2.17(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’ Applicable Percentage Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderSwingline Lender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., New York time, 11:00 a.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 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 (bii) 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 Swing Line Swingline Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline 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 Borrowing of Swing Line Borrowing Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (x) telephone or (y) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and 100,000, (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) the Domestic Borrower that will receive the proceeds of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable 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 Swing Line Borrowing shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 3:00 p.m., New York time, on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by a Responsible Officer of the Borrowers, which notice may be delivered by telecopy or e-mail. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 4:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.18(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 4.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 4:30 p.m., New York time, on the Borrowing borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrowers at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrowers on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Agents, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agents of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Agents not later than 2:30 p.m., New York time, p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $U.S.$500,000 in the case of U.S. Dollar Swing Line Loans and C$100,000 and in the case of Swing Line Loans denominated in Canadian Dollars, (bii) the requested Borrowing currency, and (iii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Agents (by telephone or in writing) that the Agents have also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Agents (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Agent Agents (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 3:30 p.m. on the date of the proposed Swing Line Borrowing of U.S. Dollar Swing Line Loans or prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing of Canadian Dollar Swing Line Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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. Notwithstanding anything else to the contrary contained in this Section 2.04 or elsewhere in this Agreementherein, the Revolving Lenders agree that the Swing Line Lender shall not be obligated may, in consultation with the Borrower, agree to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless modify the borrowing procedures used in connection with the Swing Line Lender has entered into arrangements reasonably satisfactory to it in its discretion 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 without affecting any of the outstanding Swing Line Loansobligations of the Revolving Lenders.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable on notice to the Swing Line Lender, which may be given by a Swing Line Borrower to the Loan NoticeAgent not later than 11:00 a.m. (New York City time) at least two Business Days prior to the applicable 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, in each case, specifying (A) the proposed Funding Date, (B) the aggregate amount of the proposed Borrowing (which must be received by the Swing Line Lender not later than 2:30 p.m., New York time, on the requested Borrowing date and shall specify (a) the amount to be borrowed, which shall be in a minimum amount of $1,000,000 or a whole multiple of $100,000 above that amount), or if less, the remaining undrawn amount of the Loan, (C) the Tranche designations of the various Loans to be made on the proposed Funding Date, and (D) the corporate credit rating of the Guarantor and its consolidated Subsidiaries then most recently published by S&P. The Notice of Borrowing shall be irrevocable. A Notice of Borrowing with respect to a 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 (as defined therein) given under the Other Loan Agreement for Borrowings on the same date. (b) The Loan Agent shall give to the requested Lenders prompt notice of the Loan Agent's receipt of a Notice of Borrowing dateand the Applicable Interest Rate with respect thereto. Each Lender shall, which shall be a Business Day. Unless subject to the Swing Line Lender has received notice (in writing) from the Priority Revolving Agent (including at the request terms of any Revolving Lender) prior to 3:00 p.m.mutually agreed funding agreement, severally, before 11:00 a.m. (New York City time, ) on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in such Swing Line Loan NoticeBorrowing, make the amount of its Swing Line 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. Notwithstanding anything After the Loan Agent's receipt of such funds, the Loan Agent will make such funds available to the contrary contained particular Borrower which is actually to apply such funds in this accordance with Section 2.04 or elsewhere in this Agreement, the Swing Line 2.4(f). The failure of any Lender to make its ratable portion of any Loan as required hereunder shall not be obligated relieve any other Lender of its obligations to make its ratable portion of such Loan or any Swing Line other 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 Loansas required hereunder.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Swingline Lender not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum in an aggregate amount that is an integral multiple of $100,000 the Borrowing Multiple and not less than the Borrowing Minimum, (bii) the requested Borrowing borrowing date, which shall be a Business Day. Unless Day and (iii) the Swing Line Lender has received notice (in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the maturity date of the proposed Swing Line Borrowing 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 (ior transmitted by electronic communication, if arrangements for doing so have been approved by the Swingline Lender and the Administrative Agent) directing of a written Swingline Loan Notice to the Swing Line Swingline Lender not and the Administrative Agent, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will, if it is willing to make such Swing Line the requested Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) and provided that one or more of the all applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will4.2 are satisfied or waived, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower by crediting 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 account of the Borrower to eliminate maintained with the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to Swingline Lender and notify the Defaulting Lender’s or Defaulting Lenders’ participation Administrative Agent thereof 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 Loanswriting.

Borrowing Procedures. (i) Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderSwingline 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 delivery to the Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested date of the Borrowing date, (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any 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 Swing Line Swingline Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting 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 account of the Borrower to eliminate on 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 books of the outstanding Swing Line LoansSwingline Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) the Required Lenders prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(1) 2.03(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower either by (i) crediting 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 account of the Borrower to eliminate on the Swing Line Lender’s Fronting Exposure books of Bank of America with the amount of such funds or (after giving effect to Section 2.17(1)(d)ii) wire transferring such funds, in each case in accordance 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 instructions provided to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of by the outstanding Swing Line LoansBorrower.

Borrowing Procedures. (i) Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderSwingline 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 delivery to the Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested date of the Borrowing date, (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any 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 Swing Line Swingline Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting 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 account of the Borrower to eliminate on 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 books of the outstanding Swing Line LoansSwingline Lender in Same Day Funds.

Borrowing Procedures. Each Swing Line Euro Tranche Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by by: (A) telephone or (B) a Swing Line Euro Tranche Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swing Line Euro Tranche Lender and the Administrative Agent of a Swing Line Euro Tranche Loan Notice. Each such notice must be received by the Swing Line Euro Tranche Lender and the Administrative Agent not later than 2:30 p.m., New York 11:00 a.m. (London time, ) on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 the Minimum Principal Amount, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Euro Tranche Lender of any telephonic Swing Line Euro Tranche Loan Notice, the Swing Line Euro Tranche Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Euro Tranche Loan Notice and, if not, the Swing Line Euro Tranche Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Euro Tranche Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Euro Tranche Lender) prior to 3:00 p.m., New York 12:00 p.m. (London time, ) on the date of the proposed Swing Line Euro Tranche Borrowing (iA) directing the Swing Line Euro Tranche Lender not to make such Swing Line Euro Tranche Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) subsection 2.7(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 6.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Euro Tranche Lender will, not later than 3:30 p.m., New York 3:00 p.m. (London time, ) on the Borrowing borrowing date specified in such Swing Line Euro Tranche Loan Notice, make the amount of its Swing Line Euro Tranche Loan available to the Borrower. Notwithstanding anything to applicable Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of such Borrower on the books of the Swing Line Euro Tranche 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 LoansSame Day Funds.

Borrowing Procedures. Each Subject to the terms of any Auto Borrow Agreement, each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and 100,000, (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) whether such Swing Line Loan shall be a Base Rate Loan or a Quoted Rate Swing Line Loan. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line LenderLender and the Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) the Required Lenders prior to 3:00 p.m., New York time, p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything Borrowers either by (i) crediting the account of the Lead Borrower on the books of Bank of America with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to the contrary contained in this Section 2.04 or elsewhere in this Agreement, (and reasonably acceptable to) the Swing Line Lender shall not be obligated to make any by the Lead Borrower; provided, however, that if, on the date of the proposed Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless Loan, there are L/C Borrowings outstanding, then 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 proceeds of such Borrowing, first, shall be applied to the Defaulting Lender’s or Defaulting Lenders’ participation payment in full of any such Swing Line LoansL/C Borrowings, including by Cash Collateralizingand second, or obtaining a backstop letter of credit from an issuer reasonably satisfactory shall be made available to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line LoansBorrowers as provided above.

Borrowing Procedures. Each Swing Line Borrowing shall be made only upon the BorrowerCompany’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m.(i) for Base Rate Loans, New York time, 1:00 p.m. on the requested Borrowing date 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 (ax) the amount to be borrowed, which shall be a minimum of $100,000 and 100,000, (by) the requested Borrowing borrowing date, which shall be a Business Day, and (z) the Type of such Swing Line Loan. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.05(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its applicable Swing Line Loan available to the Borrower. Notwithstanding anything to Company at its office by (1) crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Company on the books of the Swing Line Lender shall not be obligated in Same Day Funds or (2) wire transfer of such funds in accordance with instructions provided to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless (and reasonably acceptable to) the Swing Line Lender has entered into arrangements reasonably satisfactory to it and by 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 LoansCompany.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderSwingline Lender and the Administrative Agent by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, which may be given appropriately completed and signed by a Swing Line Loan NoticeResponsible Officer of the Borrower. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., 2:00 p.m. (New York time, ) on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., p.m. (New York time, ) on the date of the proposed Swing Line Swingline Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) this Article II, or (iiB) that one or more of the applicable conditions specified in Section 4.02 5.02 (if on the Funding Date) and Section 5.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., 4:00 p.m. (New York time, ) on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting 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 account of the Borrower to eliminate on 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 books of the outstanding Swing Line LoansSwingline Lender in immediately available funds.

Borrowing Procedures. Each 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 applicable Swing Line LenderLender and the Administrative Agent, which may be given by (i) telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York (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 borrowing date, and shall specify (a1) the amount to be borrowed, which shall be a minimum of $100,000 (or, as applicable, the Alternative Currency Equivalent thereof), and (b2) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the applicable Swing Line Lender of any Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any U.S. Revolving Credit Lender or Global Swing Line Lender, as applicable) prior to 3:00 p.m., New York 2:00 p.m. (Eastern time, in the case of U.S. Swing Line Loans, or London time, in the case of Global Swing Line Loans) on the date of the proposed Swing Line Borrowing (iA) directing the applicable Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:30 p.m., New York 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 borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to applicable Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of such Borrower on the books of such 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 LoansSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender, which may be given by a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender not later than 2:30 p.m., New York time, on the requested Borrowing date and shall specify (a) Borrower shall submit to Agent a Draw Request (substantially in the amount form attached hereto as Exhibit E) which shall be executed by one of the Authorized Representatives (“Draw Request”) not less than ten (10) Business Days prior to be borrowedthe 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 Certificate in the form set forth in Exhibit E (“Borrower’s Certificate”), which shall be a minimum executed by one of $100,000 and 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 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 Draw Request and Borrower’s Certificate. Lenders shall make the requested Advance on the Borrowing dateDate 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 made by the Lenders, Agent shall provide notice to Borrower of the same and shall state the reasons why such Advance shall not be made. (c) Not later than 11:00 a.m. (New York City time) on the Borrowing 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 not have so made such ratable portion available to Agent (individually, a “Deficiency”, and collectively, “Deficiencies”), and Agent has advanced such amount to Borrower, 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 Business Day. Unless Deficiency in respect of any Lender, the Swing Line 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 received notice (in writing) from advanced a portion of the Priority Revolving Agent (including Deficiency the amount advanced on behalf of the Defaulting Advancing Lender, together with interest thereon at the request Default Rate. If more than one Lender elects to advance a portion of any Revolving Lenderthe Deficiency such Lenders’ advances shall be made based on the relative Ratable Shares of the Loan of each Electing Lender or as otherwise agreed to by such Lenders. In the event the Defaulting Advancing Lender fails to advance or repay the Deficiency (with interest at the Default Rate, if applicable) on or prior to 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing next succeeding Advance, the entire interest of said Defaulting Advancing Lender in the Loan shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Advancing Lender shall be used to advance or repay the Deficiency, as applicable, until such time such Defaulting Advancing Lender advances or repays all Deficiencies (iincluding interest at the Default Rate, if applicable) directing and Agent shall have the Swing Line right (but not the obligation) to require such Defaulting Advancing Lender to assign its interest in the Loan to an Eligible Assignee or other assignee satisfactory to Agent in its sole discretion. (e) The failure of any Lender to pay any Deficiency shall not relieve any other Lender of its obligation, if any, hereunder to make such Swing Line Loan as a result its ratable portion of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, Advance on the Borrowing date specified in such Swing Line Loan NoticeDate, make the amount of its 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 but no Lender shall not be obligated responsible for the failure of any Lender 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 its ratable portion of the outstanding Swing Line LoansAdvance to be made by such other Lender on the Borrowing Date.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (i) telephone, (ii) by a Swing Line Loan Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone, or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000 (with respect to Swing Line 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 Borrowing borrowing date, which shall be a Business DayDay and (iv) the currency of the Swing Line Loan to be borrowed. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that it believes in good faith that one or more of the applicable conditions specified in 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 Swing Line Lender will, not later than 3:30 3:00 p.m., New York timein 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 borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Borrower, at such Borrower’s election, either by (i) crediting the Borrower. Notwithstanding anything account 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 contrary contained Administrative Agent by such Borrower as set forth 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 LoansNotice.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this Section 2.05 must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing borrowing date 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 (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 3:00 p.m., New York time, 3:30 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(1) 2.05(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its their 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 Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the applicable Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of Five-Hundred Thousand Dollars ($100,000 500,000) and integral multiples of One-Hundred Thousand Dollars ($100,000) in excess thereof, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Promptly after receipt by the applicable Swing Line Lender of any Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first (1st) proviso to the first (1st) sentence of Section 2.04(1) 2.04(a), or (iiB) that one (1) or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Agent, which may be given by telephone provided that any telephonic notice must be promptly confirmed by delivery to the Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Agent not later than 2:30 p.m., New York time, 12:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) the Required Lenders prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in 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 Swing Line Lender willmay, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 and 100,000, (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) whether the Company or a Designated Borrower will be the recipient of the Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by 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 Company. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Company or the applicable Designated Borrower. Notwithstanding anything to , as 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 Loanscase may be.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date 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 (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso first and the second provisos to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfiedsatisfied (or waived in accordance with Section 10.01), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the each applicable Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by each such Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the Swing Line Lender not later than 2:30 p.m., New York time, on or the Swing Line Lenders that are requested to provide the requested Borrowing date and shall specify Swing Line Borrowing, (aii) the amount to be borrowedborrowed from each such Swing Line Lender, which which, in each case, shall be a minimum of $100,000 and (biii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to each such Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by or on behalf of the Borrower. Promptly after receipt by each such Swing Line Lender of any telephonic Swing Line Loan Notice, each such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, each such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the a Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, p.m. on the date of the proposed Swing Line Borrowing (iA) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by telephone or a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 3:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, (bii) the requested Borrowing borrowing date, which shall be a Business Day, and (iii) the Type of Swing Line Loans to be borrowed. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 3:30 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender, which may be given by a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender not later than 2:30 3:00 p.m., New York time, on the requested Borrowing date (or such later time as agreed by the Swing Line Lender) and shall specify (a) the amount to be borrowed, which shall be a minimum of $100,000 and (b) the requested Borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Revolver Agent (including at the request of any Revolving Lender) or the Required Lenders prior to 3:00 p.m.10:00 a.m., New York time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice to the applicable Swing Line LenderLender and the Administrative Agent, which may be given by a telephone or other means agreed upon by the relevant Borrower, the Administrative Agent and the Swing Line Loan NoticeLender. Each such notice must be received by the such Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of (A) in the case of Swing Line Loans denominated in Dollars, $100,000 100,000, (ii) in the case of Swing Line Loans denominated in Euro, €100,000, or (iii) in the case of Swing Line Loans designated in any other Alternative Currency, the applicable Alternative Currency Equivalent of $1,000,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the relevant Borrower. Promptly after receipt by such Swing Line Lender of any telephonic Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to relevant Borrower by wire transfer or by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of such Borrower on the books of such 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 LoansSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender, which may be given by Lender and the Administrative Agent in the form of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal increments of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 1:00 p.m., New York timeSpecified Time, on the requested Borrowing date borrowing date, and shall specify (ai) the Domestic Borrower with respect to which the request is being made, (ii) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (biii) the requested Borrowing borrowing date, which shall be a Business Day. Unless Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender has received notice (in writing) from and the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m.a written Swing Line Loan Notice, New York time, on the date appropriately completed and signed by a Responsible Officer of the proposed Swing Line Borrowing (i) directing Company. Promptly after receipt by the Swing Line Lender not to make of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan as a result Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the contents thereof. The Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to applicable Domestic Borrower by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of such Domestic Borrower with 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 LoansSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Swing Line Lender, which may be given by a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender not later than 2:30 12:00 p.m., New York time, on the requested Borrowing date and shall specify (a) the amount to be borrowed, which shall be a minimum of $100,000 and (b) the requested Borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) ), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Borrower 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess thereof shall be in an integral multiple of $25,000), and (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) the amount of Swing Line Loans to be incurred under the 2018 Revolving Credit Tranche and the 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 2018 Revolving Credit Commitments and 2020 Revolving Credit Commitments outstanding at such time). Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything 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 contrary contained in this Section 2.04 or elsewhere in this Agreement, Administrative Agent by 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 LoansBorrower.

Borrowing Procedures. (a) Each Swing Line Borrowing shall be made upon on notice given by the Borrower’s irrevocable notice Borrower to the Swing Line LenderAdministrative Agent not later than (i) 11:00 a.m. on the same Business Day, which may be given by in the case of a Swing Line Loan NoticeBorrowing of Base Rate Loans, or (ii) 12:00 noon three (3) Business Days, in the case of a Borrowing of Eurocurrency Rate Loans, in each case prior to the date of the proposed Borrowing. Each such notice must shall be received by in substantially the Swing Line Lender not later than 2:30 p.m.form of Exhibit C (a “Notice of Borrowing”), New York time, on the requested Borrowing date and shall specify specifying (aA) the amount to be borrowed, which shall be a minimum date of $100,000 and (b) the requested Borrowing datesuch 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. Unless The Loans shall be made as Base Rate Loans, unless, subject to Section 2.14, the Swing Line 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 has received prompt notice (of the Administrative Agent’s receipt of a Notice of Borrowing, and, if Eurocurrency Rate Loans are properly requested in writing) from such Notice of Borrowing, the Priority Revolving Agent (including at the request of any Revolving Lender) prior applicable interest rate determined pursuant to 3:00 p.m.Section 2.14(a). Each Lender shall, New York time, before 1:00 p.m. on the date of the proposed Swing Line Borrowing Borrowing, make available to the 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 12.1) (i) directing on the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more Restatement Effective Date, of the applicable conditions specified set forth in Section 4.02 is not then satisfied4.1 and (ii) at any time (including the Restatement Effective Date), thenof the applicable conditions set forth in Section 4.2, and, subject to clause (c) below, after the terms and conditions hereofAdministrative Agent’s receipt of such funds, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in Administrative Agent shall make such Swing Line Loan Notice, make the amount of its Swing Line Loan funds available to the Borrower. Notwithstanding anything Borrower as promptly as reasonably practicable. (c) Unless the Administrative Agent shall have received notice from a Lender prior to the contrary contained date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.04 or elsewhere 2.2 and the Administrative Agent may, in this Agreementreliance upon such assumption, make available to the Swing Line Borrower on such date a corresponding amount. If and to the extent that such Lender shall not be obligated have so made such Ratable Portion available to make any Swing Line Loan at a time when a Revolving the Administrative Agent, such Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower severally agree to eliminate repay to the Swing Line 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 Fronting Exposure 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. (after 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 Section 2.17(1)(d)) with respect all Borrowings, all conversions of Loans from one Type to the Defaulting Lender’s or Defaulting Lenders’ participation other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in such Swing Line Loanseffect 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, including the number of Interest Periods otherwise permitted 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 Loansthis Section 2.2(e) shall increase by three (3) Interest Periods for each applicable Class so established.

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything . (ii) In order to facilitate the contrary contained in this Section 2.04 or elsewhere in this Agreementborrowing of Swing Line Loans, the Borrower and the Swing Line Lender shall not be obligated may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless the Administrative Agent and the Swing Line Lender has entered into arrangements reasonably satisfactory to it and (the Borrower to eliminate “Autoborrow Agreement”) providing for 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 automatic advance by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to supportthe conditions set forth herein. At any time an Autoborrow Agreement is in effect, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage 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 outstanding Aggregate Revolving Commitments at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swing Line LoansLoans 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and 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 Swing Line Lender and Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 500,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by Swing Line Lender of any Swing Line Loan Notice, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article VI is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line The Borrower Representative shall give the Agent irrevocable prior written notice in the form of a Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender, which may be given by a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender Request not later than 2:30 p.m.(i) in the case of Revolving Loans not later than 12:00 noon (Pittsburgh, New York PA time, on the requested Borrowing date and shall specify ) (a) on the amount to be borrowedsame Business Day in the case of Base Rate Loans, which shall be a minimum of $100,000 and (b) at least three (3) Business Days in the requested 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 datebe made, which 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 a Base Rate Loans. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. Unless Promptly upon receipt, the Swing Line Lender has received notice (in writing) from Agent will notify all Lenders of the Priority Revolving Agent (including at receipt of the request of any Revolving Lender) prior to 3:00 p.m., New York time, Borrowing Request. By 4:00 p.m. on the date of the proposed Swing Line Borrowing (i) directing the Swing Line such Borrowing, each Lender not that has a Commitment to make the Loans (other than Swing Loans) being requested shall deposit with the Agent same day funds in an amount equal to such Swing Line Loan as a result Lender’s Percentage of the limitations set forth in requested Borrowing. Such deposit will be made to an account which the proviso Agent shall specify from time to time by written notice to the first sentence of Section 2.04(1) or (ii) that one or more of Lenders. To the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to extent funds are received from the terms and conditions hereofLenders, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in Agent shall make such Swing Line Loan Notice, make the amount of its Swing Line Loan funds available to the Borrower. Notwithstanding anything Borrowers by wire transfer to the contrary contained account the Borrower Representative shall have specified in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated its Borrowing Request. No Lender’s obligation to make any Loan or participate in a 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 shall be affected by any other Lender’s Fronting Exposure (after giving effect failure to Section 2.17(1)(d)) with respect to the Defaulting Lender’s make any Loan or Defaulting Lenders’ participation participate in such any 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 LoansLoan.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender, which may Lender and the Administrative Agent in the form of a Swing Line Loan Notice; provided that any telephonic notice must be given confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm in writing with the Administrative Agent that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent in writing of the contents thereof. Unless the Swing Line Lender has received notice (in writing) writing from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.22(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and Agent not later than 2:30 p.m., New York time, 11:00 a.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Promptly after receipt by Swing Line Lender of any telephonic Swing Line Loan Notice, Swing Line Lender will confirm with Agent (by telephone or in writing) that Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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. Notwithstanding anything Lenders agree that Swing Line Lender may agree to modify the contrary contained borrowing procedures used in this Section 2.04 or elsewhere in this Agreement, connection with the Swing Line Lender shall not be obligated to make in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a 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 LoansNotice.

Borrowing Procedures. Each Swing Line Loan Borrowing shall be made upon requested pursuant to the Borrower’s Borrowers’ irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time11:00 a.m., on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which amount shall be a minimum amount of $100,000 50,000 or an integral multiple of $10,000 in excess thereof and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed immediately by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrowers, which notice may be delivered by facsimile or e-mail. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Loan Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Loan Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 1:00 p.m., New York time, on the date of the proposed Swing Line Loan Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.03(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 2:00 p.m., New York time, on the Borrowing borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrowers by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrowers on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Domestic Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Domestic Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Domestic Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 500,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Domestic Swing Line Lender and the Administrative Agent of a written Domestic Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Domestic Swing Line Lender of any telephonic Domestic Swing Line Loan Notice, the Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Domestic Swing Line Loan Notice and, if not, the Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Domestic Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, p.m. on the date of the proposed Domestic Swing Line Borrowing (iA) directing the Domestic Swing Line Lender not to make such Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(12.05(a)(i) or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Domestic Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Domestic Swing Line Loan Notice, make the amount of its the requested Domestic Swing Line Loan available to the Borrower. Notwithstanding anything to Company (x) at 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 Domestic Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to office by crediting the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter account of credit from an issuer reasonably satisfactory to 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 support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of (and reasonably acceptable to) the outstanding Swing Line LoansAdministrative Agent by the Company.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the relevant Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 and 1,000,000 (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) the account of the relevant Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by 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 relevant Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the such proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the relevant 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 Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan NoticeBorrowing Request; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Borrowing Request. Each such notice Swing Line Borrowing Request must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Borrowing Request, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Borrowing Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.07A(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan NoticeBorrowing Request, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Company at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Company on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Agent not later than 2:30 p.m., New York time, 3:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) the Required Lenders prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything Borrower either by (i) crediting the account of the Borrower on the books of Citizens Bank with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to the contrary contained in this Section 2.04 or elsewhere in this Agreement, (and reasonably acceptable to) the Swing Line Lender shall not be obligated to make any by the Borrower; provided, however, that if, on the date of the proposed 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 Loan, there are L/C Borrowings of the Borrower to eliminate outstanding, then the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect proceeds of such Borrowing, first, shall be applied to the Defaulting Lender’s or Defaulting Lenders’ participation payment in full of any such Swing Line LoansL/C Borrowings, including by Cash Collateralizingand second, or obtaining a backstop letter of credit from an issuer reasonably satisfactory shall be made available to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line LoansBorrower as provided above.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a telephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan NoticeNotice attached hereto as Exhibit B). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 500,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 5:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 6:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by telephone. Each telephonic notice by the Borrower pursuant to this ‎Section 2.05 must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing borrowing date 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 (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Initial Revolving Credit Lender) prior to 3:00 p.m., New York time, 3:30 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(1) ‎Section 2.05(a), or (iiB) that one or more of the applicable conditions specified in Section ‎Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its their 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 Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the applicable Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone (other than with respect to Swing Line Borrowings denominated in Sterling) or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 12:00 noon Local Time on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by any Swing Line Lender of any Swing Line Loan Notice, such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the such Swing Line Lender has received notice (by telephone or in writing (other than with respect to Swing Line Borrowings denominated in Sterling, in which case such notice must be in writing)) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. Local Time on the date of the proposed Swing Line Borrowing (iA) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 ARTICLE IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. Local Time on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 3:00 p.m. on the requested Borrowing borrowing date 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 (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 3:30 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender, which may be given by a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender not later than 2:30 p.m., New York time, on the requested Borrowing date and shall specify (a) the amount to be borrowed, which shall be a minimum of $100,000 and (b) the requested Borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) ), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing To request a Swingline Loan, the US Borrower shall be made upon notify the Borrower’s irrevocable notice Swingline Lender (with a copy to the Swing Line Lender, which may be given Administrative Agent) of such request by a Swing Line Swingline Loan NoticeRequest. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., New York time, 12:00 p.m. on the requested Borrowing date day of a proposed Swingline Loan and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 50,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Unless the Swing Line Swingline Lender has received written notice (in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to 3:00 p.m., New York time, 12:00 p.m. on the date of the proposed Swing Line Swingline Loan Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.24(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Swingline Loan NoticeRequest, make the amount of its Swing Line Swingline Loan available to the US Borrower. Notwithstanding anything The Swingline Lender shall make each applicable Swingline Loan available 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 US Borrower by means of 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 credit to the Defaulting Lender’s account designated in the related Swingline Loan Request or Defaulting Lenders’ participation otherwise in such Swing Line Loansaccordance with the instructions of the US Borrower (including, 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 Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory remittance to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loansapplicable Issuing Bank).

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line LenderSwingline Lender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., New York time, 3:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 1,000,000, and (bii) the requested 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, 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 (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 Swing Line Swingline Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 4:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.03(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Swingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything applicable Borrower at its office by wire transfer to the contrary contained in this Section 2.04 or elsewhere in this Agreement, account specified by 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 Loansapplicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s request in writing or by email, followed by irrevocable notice to the Swing Line Lender, which may be given by Lender and the Administrative Agent in the form of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Each such notice request must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 1:00 p.m., New York City time, on the requested Borrowing date date, and each such request must be confirmed by a Swing Line Loan Notice which shall (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 (a) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $100,000 in excess thereof, and (biii) specify the requested Borrowing borrowing date, which shall be a Business Day. Unless Promptly after receipt by the Swing Line Lender has received notice of any request for a Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (in writing) from that the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the proposed has also received such Swing Line Borrowing (i) directing Loan Notice and, if not, the Swing Line Lender not to make such Swing Line Loan as a result will notify the Administrative Agent (in writing) of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject contents thereof. Subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., 4:00 p.m. (New York City time, ) on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line LenderLender with a copy to the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender with a copy to the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess of $100,000 shall be an integral multiple of $25,000), and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender with a copy to the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 LoansCompany.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 500,000 or, in the case of a Swing Line Loan used to reimburse an L/C Borrowing, the amount of such L/C Borrowing, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 12:00 noon on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 2:30 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing To request a Swingline Loan, the applicable North American Borrower shall be made upon notify the Borrower’s irrevocable notice Swingline Lender (with a copy to the Swing Line Lender, which may be given Administrative Agent) of such request by a Swing Line Swingline Loan NoticeRequest. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m.(1) with respect to Swingline Loans to the US Borrower, New York time, 3:00 p.m. on the requested Borrowing date day of a proposed Swingline Loan and (2) with respect to Swingline Loans to the Canadian Borrower, 1:00 p.m. on the day of a proposed Swingline Loan and, in each case, shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 50,000 or C$50,000, as applicable, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Unless the Swing Line Swingline Lender has received written notice (in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to (x) 3:00 p.m., New York time, p.m. on the date of the proposed Swing Line Swingline Loan Borrowing with respect to Swingline Loans to the US Borrower and (iy) 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 Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.24(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m.(x) with respect to Swingline Loans to the US Borrower, New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line 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 Swing Line Swingline Loan available to the applicable North American Borrower. Notwithstanding anything The Swingline Lender shall make each applicable Swingline Loan available 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 applicable North American Borrower by means of 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 credit to the Defaulting Lender’s account designated in the related Swingline Loan Request or Defaulting Lenders’ participation otherwise in such Swing Line Loansaccordance with the instructions of the applicable North American Borrower (including, 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 Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory remittance to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loansapplicable Issuing Bank).

Borrowing Procedures. Each If an AutoBorrow Agreement is in effect, each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice as provided in such AutoBorrow Agreement. Otherwise, in order to the Swing Line Lender, which may be given by request a Swing Line Loan NoticeBorrowing, the Applicable Borrower shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Applicable Swing Line Lender and the Applicable Administrative Agent a duly completed Borrowing Request not later than 2:00 p.m. (Standard Time) on the day of the proposed Swing Line Borrowing. Each such notice must Borrowing Request shall be received irrevocable, shall be signed by or on behalf of the Swing Line Lender not later than 2:30 p.m., New York time, on the requested Borrowing date Applicable Borrower and shall specify the following information: (ai) the date of such Swing Line Borrowing (which shall be a Business Day); and (ii) the amount to be borrowedof such Swing Line Borrowing, which shall be a minimum of $100,000 and U.S.$1,000,000, except as otherwise set forth in any AutoBorrow Agreement. Promptly after receipt by the Applicable Swing Line Lender of any Borrowing Request, the Applicable Swing Line Lender will confirm with the Applicable Administrative Agent (bby telephone or in writing) that the requested Applicable Administrative Agent has also received such Borrowing dateRequest and, which shall be a Business Dayif not, the Applicable Swing Line Lender will notify the Applicable Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Applicable Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Applicable Administrative Agent (including at the request of any Revolving Applicable Lender) prior to 3:00 p.m., New York time, 2:00 p.m. (Standard Time) on the date of the proposed Swing Line Borrowing (iA) directing the Applicable Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of either Section 2.04(12.23(a)(i) or Section 2.23(a)(ii), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Applicable Swing Line Lender will, not later than 3:30 p.m., New York time, 1:00 p.m. (Standard Time) on the Borrowing borrowing date specified in such Swing Line Loan NoticeBorrowing Request, make the amount of its Swing Line Loan available to the BorrowerApplicable Borrower at its office by crediting the account of the Applicable Borrower on the books of the Applicable Swing Line Lender in immediately available funds. Notwithstanding anything to If an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the contrary contained in event that any of the terms of this Section 2.04 or elsewhere in this 2.23 conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. No Applicable Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Applicable Lender shall have the obligation to purchase and fund risk participations in the Swing Line Lender shall not be obligated Loans and to make any refinance 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 Loansas provided herein.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender, which may be given Lender and the Administrative Agent by delivery of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 P.M. on the requested Borrowing 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 (ai) the applicable Revolving Credit Facility and the amount to be borrowed, which shall be a minimum of $100,000, €100,000 or £100,000, as applicable, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such Swing Line Loan Notice must be in writing and transmitted via facsimile to the Swing Line Lender and the Administrative Agent, appropriately completed and signed by a Responsible Officer of the US Borrower or the European Borrower, as applicable. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m.2:00 P.M. (or, New York timein 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 Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 P.M. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the US Borrower or the European Borrower. Notwithstanding anything to , as applicable, at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of such Borrower on the books of 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 LoansSame Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Parent Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided, that, each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and in integral multiples of $100,000 in excess thereof and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Parent 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 Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderSwingline Lender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum in an aggregate amount not less than the Borrowing Minimum and that is an integral multiple of $100,000 the Borrowing Multiple, and (bii) the requested 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 Borrowing Request containing the information required by this Section 2.04(b) and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan request, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan request and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan NoticeSwingline Borrowing Request, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower at 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 account of 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 specified 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 LoansSwingline Borrowing Request.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent (on Borrower’s own behalf or on behalf of a Co-Borrower), which may be given by a telephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan NoticeNotice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 3:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 5:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 5:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower or the applicable Co-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 Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable written notice to the Swing Line Lender, Lender and the Administrative Agent (which may be given by a Swing Line Loan Noticedelivered through Agent’s electronic platform or portal) prior to the time specified in the immediately succeeding sentence. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., 1:00 p.m. (New York time, Time) on the requested Borrowing date borrowing date, and shall specify (aA) the amount to be borrowed, which shall be a minimum of $100,000 and (bB) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., 2:00 p.m. (New York time, Time) on the date of the proposed Swing Line Borrowing (i1) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (ii2) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., 1:00 p.m. (New York time, Time) on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower. Notwithstanding anything 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 contrary contained Administrative Agent elects otherwise in this Section 2.04 or elsewhere in this Agreementthe exercise of its sole discretion, the Swing Line Lender such Borrowings shall not be obligated to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless made until the Swing Line Lender has entered into arrangements reasonably satisfactory to it and completion of) the Borrower to eliminate the Swing Line LenderAdministrative Agent’s Fronting Exposure authentication process (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 results satisfactory to the Swing Line Lender Administrative Agent) prior to support, the funding of any such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loansrequested Revolving Credit Loan.

Borrowing Procedures. Each (1) Subject to Section 2.04(a), and at any time an Autoborrow Agreement is not in effect, each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender 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 delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested date of the Borrowing date, (which shall be a Business Day). Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of the Swing Line Lender shall not be obligated in immediately available funds. (i) In order to make any facilitate the borrowing of Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless Loans, the Borrower and the Swing Line Lender has entered may mutually agree to, and are hereby authorized to, enter into arrangements reasonably an Autoborrow Agreement in form and substance satisfactory to it the Administrative Agent 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 (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 supportthe conditions set forth herein. At any time an Autoborrow Agreement is in effect, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage 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 outstanding Autoborrow Agreement shall be deemed a Swing Line LoansLoan as of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Outstanding Amount under the Aggregate Commitments at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the amount of the Swing Line Sublimit. For purposes of any Swing Line Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swing Line Lender hereunder.

Borrowing Procedures. Each At any time 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 Swing Line LenderLender 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 delivery to the Swingline Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing borrowing date 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 (ax) the amount to be borrowed, which shall be a minimum of $100,000 and 500,000, (by) the requested Borrowing borrowing date, which shall be a Business Day, and (z) the Type of Swing Line Loan to be borrowed or to which existing Swing Line Loans are to be converted. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Revolving Borrower 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 office by crediting the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter account of credit from an issuer reasonably satisfactory to the Revolving Borrower on the books of the Swing Line Lender in immediately available funds. If the Revolving Borrower fails to supportprovide a timely Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage Loans shall continue as Eurodollar Rate Loans. If the Revolving Borrower fails to specify a Type of the outstanding Swing Line LoansLoan in a Swing Line Loan Notice, then the applicable Swing Line Loan shall be made as a Eurodollar Rate Loan.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderSwingline Lender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., 1:00 p.m. (New York time, ) on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested 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 Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., 2:00 p.m. (New York time, ) on the date of the proposed Swing Line Borrowing of Swingline Loans (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) this Article II, or (iiB) that one or more of the applicable conditions specified in Section 4.02 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., 3:00 p.m. (New York time, ) on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything 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 contrary contained in this Section 2.04 or elsewhere in this Agreement, Swingline Lender by 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 LoansBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date 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 (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 250,000 (and any amount in excess of $250,000 shall be an integral multiple of $100,000) and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant 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. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 5:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Parent 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 Parent Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d2.17(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’ Applicable Percentage Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the ap-plicable Borrower’s (or the Company’s on its behalf, pursuant to Section 10.22) irrevocable notice no-▇▇▇▇ to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) tele-phone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be con-firmed promptly by delivery to the Swing line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 3:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Admin-istrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including includ-ing at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result re-▇▇▇▇ of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.05(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable 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 U.S. Swing Line Borrowing shall be made upon the Specified U.S. Borrower’s irrevocable notice to the U.S. Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 12:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 borrowed and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Specified U.S. Borrower. Promptly after receipt by the U.S. Swing Line Lender of any telephonic Swing Line Loan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (iA) directing the U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(A)(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Specified U.S. Borrower. Notwithstanding anything 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 contrary contained in this Section 2.04 or elsewhere in this Agreementnon-Defaulting Lenders pursuant to the immediately preceding sentence, the U.S. Swing Line Lender shall not be obligated to make fund such amount of any U.S. 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 Loansrequested hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by telephone or by a Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date (or such later time as shall be acceptable to the Administrative Agent and the Swing Line Lender in their sole discretion), and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained Company 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 LoansSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 and 1,000,000 (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) the account of the Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by 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. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the such proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Company’s or the applicable Domestic Borrower’s irrevocable notice to the Swing Line LenderLender 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 delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000, and a multiple of $100,000 and in excess thereof, (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) the applicable Domestic Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 12:00 noon on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Domestic 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 Swing Line Borrowing Loan shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Swing Line LenderLender and Administrative Agent (a “Swing Line Loan Notice”), which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m.11:00 a.m. Houston, New York time, Texas time on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 borrowed and (bii) the requested 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 Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m.11:00 a.m. Houston, New York time, Texas time on the date of the proposed Swing Line Borrowing Loan (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.09(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 6.01 hereof is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, promptly on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 LoansBorrowers.

Borrowing Procedures. Each Swing Line (a) The Borrower shall request Advances hereunder by giving notice to the Administrative Agent of the proposed borrowing. Such notice (herein called a “Borrowing Request”) shall be 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 Swing Line LenderAdministrative 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 delivering a Swing Line Loan Noticefully executed and completed Borrowing Request to the Administrative Agent. Each such notice must be received by Borrowing Request related to a proposed Additional Policy Advance shall (i) specify the Swing Line Lender not later than 2:30 p.m., New York time, on the requested Borrowing date and shall specify (a) the aggregate amount to be borrowed, which shall be a minimum of $100,000 and (b) the requested Borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or Additional Policy Advance, (ii) identify the Additional Policies proposed to be pledged hereunder in connection with such Additional Policy Advance and confirm that one or more the related Collateral Packages have been uploaded to the FTP Site, and (iii) attach a Borrowing Base Certificate, signed by an officer of the applicable conditions specified Borrower or the Portfolio Administrator. The Administrative Agent agrees that the Expense Deposit shall be used solely by the Administrative Agent and the Lenders for reasonable third-party out-of-pocket expenses incurred in Section 4.02 is not then satisfied, then, subject to connection with the terms review and conditions hereof, evaluation of the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified Additional Policies identified in such Swing Line Loan NoticeBorrowing Request, make and that any unused portion of the amount of its Swing Line Loan available Expense Deposit shall be returned to the Borrower. Notwithstanding anything 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 contrary contained satisfaction of conditions, including the payment of additional fees, all as determined by the Lenders in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender their sole and absolute discretion. The Borrower shall not be obligated entitled to make 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 Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless Borrowing Base Certificates that are to be delivered in connection with this Agreement. Each of the Swing Line Lender has entered into arrangements reasonably satisfactory to it Borrower, the Portfolio Administrator and the Borrower Guarantor hereby agrees that neither the Administrative Agent nor any Lender shall incur any liability 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 anyone in acting upon any signature, written instrument or Defaulting Lenders’ participation in such Swing Line Loans, including notice purportedly signed 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 officer of the outstanding Swing Line LoansBorrower or the Portfolio Administrator.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by telephone 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 Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date (or such later time as shall be acceptable to the Administrative Agent and the Swing Line Lender in their sole discretion), and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lenderthe Required Lenders) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained Borrower 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 and (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) the account of the Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by 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. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the such proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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. (a) Each Swing Line Borrowing shall be made upon on notice given by the Borrower’s irrevocable notice Borrower to the Swing Line LenderAdministrative Agent not later than 11:00 a.m. (New York time) (i) one Business Day, which may be given by in the case of a Swing Line Loan NoticeBorrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice must shall be received by in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying, (A) the date of such proposed Borrowing (which (I) in the case of any Term A Loan Borrowing or Term B Loan Borrowing, shall be the Effective Date and (II) in the case of any Term Loan Borrowing that is made as part of a Facility Increase, shall be the Facility Increase Date for such Facility Increase), (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) for each Eurodollar Rate Loan, the initial Interest Period or Interest Periods thereof and (E) remittance instructions. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing (other than a Swing Line 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 not later than 2:30 p.m.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 Lender shall, before 1:00 p.m. (New York time, on the requested Borrowing date and shall specify (a) the amount to be borrowed, which shall be a minimum of $100,000 and (b) the requested Borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) or (ii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in such Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything Administrative Agent at its address referred to the contrary contained in this Section 2.04 or elsewhere 11.8 (Notices, Etc.), in this Agreementimmediately available funds, 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 such Lender’s Fronting Exposure Ratable Portion of such proposed Borrowing. Upon fulfillment (after giving effect to or due waiver in accordance with 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.11.1 (

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and 50,000, or a whole multiple of $50,000 in excess thereof, (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) whether such Swing Line Loan shall be a Base Rate Loan or Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by 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. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the BorrowerBorrower in Same Day Funds. Notwithstanding anything to the contrary contained foregoing, in this Section 2.04 the event that an “auto borrow”, “zero balance” or elsewhere similar arrangement shall be 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 place between the Borrower to eliminate and 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 Borrower shall request Swing Line LoansLoans pursuant to such alternative notice arrangements, including by Cash Collateralizingif any, provided thereunder 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.in connection therewith

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 and 500,000, (bii) the requested Borrowing borrowing date, which shall be a Business Day, and (iii) if such request is made by the Administrative Borrower on behalf of a Designated Borrower, the applicable Designated Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Administrative Agent (including at the request of any Global Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willshall be free to, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrowers either at its office by crediting the contrary contained account of a Borrower on the books of the Swing Line Lender in this Section 2.04 Same Day Funds or elsewhere by wire transfer of such funds, in this Agreementeach case in accordance with instructions provided to, and reasonably acceptable to, 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 by 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 Loansapplicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by (a) telephone or (b) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 and or a whole multiple of $100,000 in excess thereof, (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) whether such Swing Line Loan will bear interest at the Base Rate or the SOFR Daily Floating Rate. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 ARTICLE IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower designated on the books of 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 by wire transfer 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 Loansimmediately available funds.

Borrowing Procedures. Each Swing Line Borrowing To request a Swingline Loan, the US Borrower shall be made upon notify the Borrower’s irrevocable notice Swingline Lender (with a copy to the Swing Line Lender, which may be given Administrative Agent) of such request by a Swing Line Swingline Loan NoticeRequest. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., New York time, 3:00 p.m. on the requested Borrowing date day of a proposed Swingline Loan and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 50,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Unless the Swing Line Swingline Lender has received written notice (in writing) from the Priority Revolving Administrative Agent (including at the request of any the Required Revolving LenderLenders) prior to 3:00 p.m., New York time, p.m. on the date of the proposed Swing Line Swingline Loan Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.24(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Swingline Loan NoticeRequest, make the amount of its Swing Line Swingline Loan available to the US Borrower. Notwithstanding anything The Swingline Lender shall make each applicable Swingline Loan available 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 US Borrower by means of 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 credit to the Defaulting Lender’s account designated in the related Swingline Loan Request or Defaulting Lenders’ participation otherwise in such Swing Line Loansaccordance with the instructions of the US Borrower (including, 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 Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory remittance to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loansapplicable Issuing Bank).

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderSwingline Lender and the Administrative Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided, however, that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swing Line Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date (or such later time as shall be acceptable to the Administrative Agent and the Swingline Lender), and shall specify (aA) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bB) the requested date of the Borrowing date, (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any 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 Swing Line Swingline Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (i1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (ii2) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York time, on the Borrowing date specified in such Swing Line Loan Noticemay, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting 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 account of the Borrower to eliminate on 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 books of the outstanding Swing Line LoansSwingline Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000, or a whole multiple of $100,000 in excess thereof, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 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 Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 At any time a Used Vehicle Autoborrow Agreement is not in effect, each Used Vehicle Floorplan Swing Line Borrowing and each conversion of Used Vehicle Floorplan Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Used Vehicle Swing Line LenderLender and the Administrative Agent, which may be given by (A) telephone or (B) by a Used Vehicle Floorplan Swing Line Loan Notice. Each such notice Used Vehicle Floorplan Swing Line Loan Notice must be received by the Used Vehicle Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date or date of any conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 and 100,000, (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) the Type of Used Vehicle Floorplan Swing Line Loan to be borrowed or to which existing Used Vehicle Floorplan Swing Line Loans are to be converted. Promptly after receipt by the Used Vehicle Swing Line Lender of any Used Vehicle Floorplan Swing Line Loan Notice, the Used Vehicle Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Used Vehicle Floorplan Swing Line Loan Notice and, if not, the Used Vehicle Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Used Vehicle Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Used Vehicle Floorplan Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Used Vehicle Floorplan Swing Line Borrowing (iA) directing the Used Vehicle Swing Line Lender not to make such Used Vehicle Floorplan Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.12(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Used Vehicle Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Used Vehicle Floorplan Swing Line Loan Notice, make the amount of its Used Vehicle Floorplan Swing Line Loan available to the Borrower. Notwithstanding anything to Company at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Company on the books of the Used Vehicle Swing Line Lender shall not be obligated in immediately available funds. If the Company fails to make any provide a timely Used Vehicle Floorplan Swing Line Loan at Notice requesting a time when conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Revolving Lender is a Defaulting Lender unless the Type of Used Vehicle Floorplan Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Loan in a Used Vehicle Floorplan Swing Line Lender’s Fronting Exposure (after giving effect Loan Notice, then the applicable Used Vehicle Floorplan Swing Line Loan shall, subject to Section 2.17(1)(d)) with respect Article III, be made as a Eurodollar Rate Loan. In order to facilitate the Defaulting Lender’s or Defaulting Lenders’ participation in such borrowing of Used Vehicle Floorplan Swing Line Loans, including by Cash Collateralizingthe Company and the Used Vehicle Floorplan Swing Line Lender may mutually agree to, or obtaining a backstop letter of credit from and are hereby authorized to, enter into an issuer Autoborrow Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender (the “Used Vehicle Autoborrow Agreement”) providing for the automatic advance by the Used Vehicle Floorplan Swing Line Lender of Used Vehicle Floorplan Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to supportthe conditions set forth herein (each such advance, such Defaulting Lender’s a “Used Vehicle Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Used Vehicle Autoborrow Advances pursuant to a Used Vehicle Autoborrow Agreement at any time a Revolving Autoborrow Agreement or Defaulting Lenders’ Applicable Percentage a New Vehicle Floorplan Offset Agreement is in place and (ii) the Company may, once per calendar year and upon 30 days advance notice to the Administrative Agent and the Used Vehicle Floorplan Swing Line Lender and upon the payment to the Administrative Agent of a $10,000 fee (which fee may be waived in the sole discretion of the outstanding Administrative Agent), alternate (x) between having a Revolving Autoborrow Agreement, a Used Vehicle Autoborrow Agreement or a New Vehicle Floorplan Offset Agreement in place, or (y) between having a New Vehicle Floorplan Offset Agreement (with a New Vehicle Automated Sweep Agreement) or a New Vehicle Floorplan Offset Agreement (without a New Vehicle Automated Sweep Agreement) in place. At any time such a Used Vehicle Autoborrow Agreement is in effect, the requirements for Used Vehicle Floorplan Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Used Vehicle Floorplan Swing Line Borrowings shall be made in accordance with the Used Vehicle Autoborrow Agreement, until the right to such Used Vehicle Floorplan Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Used Vehicle Autoborrow Agreement. Solely for purposes of determining the availability of Used Vehicle Floorplan Committed Loans (other than Used Vehicle Floorplan Committed Loans used to refinance Used Vehicle Floorplan Swing Line Loans) and for determining the Total Used Vehicle Floorplan Outstandings in connection with Section 2.14, at any time during which a Used Vehicle Autoborrow Agreement is in effect, the Outstanding Amount of all Used Vehicle Floorplan Swing Line Loans shall be deemed to be the amount of the Used Vehicle Floorplan Swing Line Sublimit. For purposes of any Used Vehicle Floorplan Swing Line Borrowing pursuant to the Used Vehicle Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Used Vehicle Floorplan Swing Line Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date 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 (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso first and the second provisos to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the US Borrower’s irrevocable notice to the Swing Line Lender, which may be given by a Swing Line Loan NoticeLender and the Administrative Agent in writing. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 2:00 p.m., New York time, time on the requested Borrowing date date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $300,000 and integral multiples of $100,000 in excess thereof, and (bii) the requested Borrowing date, which shall be a Business Day. Each such notice shall be given 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. Unless the Swing Line Lender has received notice (in writing) writing from the Priority Revolving Administrative Agent (including at the request of any Dollar Revolving Lender) prior to 3:00 (x) 2:00 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 Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(12.05(a) (The Swing Line), or (iiB) that one or more of the applicable conditions specified in Section 4.02 (Conditions Precedent to Each Credit Extension) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 (x) 3:00 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 date specified in such Swing Line Loan Notice, make the amount of its 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. 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 Swing Line Loan Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time11:00 a.m., on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which amount shall be a minimum amount of $100,000 or an integral multiple of $25,000 in excess thereof, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by the delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be delivered by facsimile or e-mail. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Loan Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Loan Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 1:00 p.m., New York time, on the date of the proposed Swing Line Loan Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.03(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 2:00 p.m., New York time, on the Borrowing borrowing date specified in such Notice of Swing Line Loan NoticeBorrowing, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrower at its office by crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Borrower on the books of 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 Loansimmediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000, or a whole multiple of $100,000 in excess thereof, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 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 Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice to the Swing Line Lender, which may be given by a Swing Line Loan NoticeLender and the Revolver Administrative Agent. Each such notice must be received by the Swing Line Lender and the Revolver Administrative Agent not later than 2:30 p.m., New York time, 11:00 a.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), such Swing Line Lender will confirm with the Revolver Administrative Agent (by telephone or in writing) that the Revolver Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Revolver Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Revolver Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, on the date funding of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 U.S. Swing Line Borrowing shall be made upon the requesting U.S. Borrower’s irrevocable notice to the U.S. Swing Line LenderLender and U.S. Funding Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the U.S. Swing Line Lender and U.S. Funding Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (a) the amount to be borrowed, which shall be a minimum of $100,000 500,000, and (b) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to U.S. Swing Line Lender and U.S. Funding Agent of a written U.S. Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the requesting U.S. Borrower. Promptly after receipt by U.S. Swing Line Lender of any telephonic U.S. Swing Line Loan Notice, U.S. Swing Line Lender will confirm with U.S. Funding Agent (by telephone or in writing) that it has also received such U.S. Swing Line Loan Notice and, if not, U.S. Swing Line Lender will notify U.S. Funding Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Global Administrative Agent, U.S. Funding Agent (including at the request of any Revolving U.S. Lender) or any Credit Party prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (i) directing the U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.5.1 or (ii) that one or more of the applicable conditions specified in Section 4.02 Article VIII is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such U.S. Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to the requesting U.S. 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 Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by telephone or a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 3:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, (bii) the requested Borrowing borrowing date, which shall be a Business Day, and (iii) the Type of Swing Line Loans to be borrowed. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 3:30 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line LenderLender and the Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Agent (including at or the request of any Revolving Lender) Required Lenders prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to Borrowers either by (i) crediting the contrary contained in this Section 2.04 or elsewhere in this Agreement, account of the Lead Borrower on the books of the Swing Line Lender shall not be obligated with the amount of such funds or (ii) wire transferring such funds, in each case in accordance with instructions provided to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless (and reasonably acceptable to) the Swing Line Lender has entered into arrangements reasonably satisfactory to it and by the Borrower to eliminate Lead Borrower; provided, however, that if, on the date of the proposed Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect Loan, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the Defaulting Lender’s or Defaulting Lenders’ participation payment in full of any such Swing Line LoansL/C Borrowings, including by Cash Collateralizingand second, or obtaining a backstop letter of credit from an issuer reasonably satisfactory shall be made available to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line LoansBorrowers as provided above.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice delivery to the Swing Line LenderSwingline Lender of a Swingline Borrowing request, which may be given by with a Swing Line Loan Notice. Each such notice must be received by copy to the Swing Line Lender not later than 2:30 p.m., New York time, on the requested Borrowing date and shall specify Administrative Agent specifying (ai) the amount to be borrowedborrowed and the Revolving Facility under which such borrowing is to occur, which shall be a minimum of $100,000 an amount specified in an Incremental Revolving Facility Assumption Agreement and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such Swingline Borrowing Request must be received by the Swingline Lender and the Administrative Agent not later than the time set forth in an Incremental Revolving Facility Assumption Agreement. Promptly after receipt by the Swingline Lender of any Swingline Borrowing Request, the Swingline Lender will confirm with the Administrative Agent (electronically in writing) that the Administrative Agent has also received such Swingline Borrowing Request and, if not, the Swingline Lender will provide the Administrative Agent with a copy thereof. Unless the Swing Line Swingline Lender has received notice (electronically in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, the time specified in an Incremental Revolving Facility Assumption Agreement on the date of the proposed Swing Line Swingline Borrowing (iA) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 3:30 p.m., New York timethe time specified in an Incremental Revolving Facility Assumption Agreement, on the Borrowing borrowing date specified in such Swing Line Loan NoticeSwingline Borrowing Request, make the amount of its Swing Line Swingline Loan available to the Borrower. Notwithstanding anything to Borrower at 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 account of 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 specified 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 LoansSwingline Borrowing Request.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing borrowing date 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 (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (bii) the requested date of the Borrowing date, (which shall be a Business Day). Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfiedsatisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 LoansCompany.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 12:00 p.m. on the requested Borrowing borrowing date 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 (ai) the amount to be borrowed, which shall be a minimum of $100,000 100,000, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has have received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m., New York time, 1:30 p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso provisos to the first sentence of Section 2.04(1) 2.05(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 2:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its their 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 U.S. Swing Line Borrowing shall be made upon the Specified U.S. Borrower’s irrevocable notice to the U.S. Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 1:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 borrowed and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Specified U.S. Borrower. Promptly after receipt by the U.S. Swing Line Lender of any telephonic Swing Line Loan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 3:00 p.m., New York time, 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (iA) directing the U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(A)(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Specified U.S. 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 Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess of $100,000 shall be an integral multiple of $100,000) and (bii) the requested Borrowing borrowing date, which shall be a Business Day. 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 Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 3:00 p.m., New York time, p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 4.03 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 4:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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 Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and the Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:30 p.m., New York time, 2:00 p.m. on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and 100,000, (bii) the requested Borrowing borrowing date, which shall be a Business DayDay and (iii) whether such Swing Line Loan shall be a Base Rate Loan or a Quoted Rate Swing Line Loan. Each such telephonic notice must be confirmed promptly by 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. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.04(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m., New York time, 3:00 p.m. on the Borrowing borrowing date specified in such Swing Line Loan Notice, make the amount of its 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. The provisions of Section 2.2 shall not apply to Borrowings of Swing Line Loans. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line LenderLender and Administrative Agent, which may be given by a Swing Line Loan Noticetelephone. Each such notice must be received by the Swing Line Lender and Administrative Agent not later than 2:30 p.m.2:00 P.M., New York Central time, on the requested Borrowing date borrowing date, and shall specify (ai) the amount to be borrowed, which shall be a minimum of $500,000 or whole multiples of $100,000 in excess thereof, and (bii) the requested Borrowing borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and Administrative Agent of a written Swing Line loan notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line loan notice, the Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Swing Line loan notice and, if not, the Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Priority Revolving Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m.P.M., New York Central time, on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1) 2.15(a), or (iiB) that one or more of the applicable conditions specified in Section 4.02 Article 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m.3:00 P.M., New York Central time, on the Borrowing borrowing date specified in such Swing Line Loan Noticeloan notice, make the amount of its 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. (a) Revolving Credit Borrowings. (i) Multi-Currency Facility. Each Swing Line Dollar Borrowing shall be made upon on notice given by the Borrower’s irrevocable notice U.S. Borrower to the Swing Line Lender, which may be given by a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender Administrative Agent not later than 2:30 p.m., 12:00 noon (New York time) (i) one Business Day, on in the requested case of a Borrowing date and shall specify (a) the amount to be borrowed, which shall be a minimum of $100,000 U.S. Base Rate Loans and (bii) three Business Days, in the requested case of a Borrowing dateof Eurocurrency Rate Loans, which shall be a Business Day. Unless the Swing Line Lender has received notice (in writing) from the Priority Revolving Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing. Each Euro Borrowing (i) directing shall be made on notice given by the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso German Borrower to the first sentence of Section 2.04(1) or (ii) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, Administrative Agent not later than 3:30 p.m.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) the date of such proposed Borrowing, New York time, on (B) the Borrowing date specified in such Swing Line Loan Notice, make the aggregate amount of its Swing Line Loan available to such proposed Borrowing (1) in the case of the U.S. Borrower. Notwithstanding anything to , denominated in Dollars and (2) in the contrary contained case of the German Borrower, denominated in this Section 2.04 Euros, (C) in the case of any Dollar Borrowing, whether any portion of the proposed Borrowing will be of Base Rate Loans or elsewhere in this AgreementEurocurrency Rate Loans, (D) for each Eurocurrency Rate Loan, 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 initial Interest Period or Interest Periods thereof and (E) the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s Fronting Exposure applicable Borrower's Available Credit (after giving effect to the proposed Borrowing). Dollar Loans shall be made as Base Rate Loans unless, subject to Section 2.17(1)(d2.14 (Special Provisions Governing Eurocurrency Rate Loans and BA Rate Loans)) with respect to , the Defaulting Lender’s Notice of Borrowing specifies that all or Defaulting Lenders’ participation a portion thereof shall be Eurocurrency Rate Loans. Each Borrowing shall be in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter an aggregate amount of credit from an issuer reasonably satisfactory to not less than the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line LoansMinimum Currency Threshold.