Common use of Procedure for Swingline Borrowing; Refunding of Swingline Loans Clause in Contracts

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. (or such later time as agreed by such Swingline Lender), New York City time, on the requested Borrowing Date, (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (C) the requested Borrowing Date (which shall be a Business Day during the Commitment Period) and (ii) in the case of Borrowing Base A Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth in Section 10.2, with a copy to each applicable Swingline Lender. The Borrower shall give notification, by telephone, to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfied.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow in Dollars under the Swingline Loans Commitment during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the Administrative AgentAgent irrevocable notice, no later than 4:00 P.M. (or such later time as agreed which notice must be executed by such Swingline Lender)a Responsible Officer of the Borrower and received by the Administrative Agent prior to 1:00 P.M., New York City time, on the requested Borrowing Date, . Each such notice shall specify (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (Bii) whether such Loans are Borrowing is to be Borrowing Base A Loans an ABR Loan or Borrowing Base B Loans or a combination thereof an Alternate Rate Swingline Loan and (Ciii) the requested Borrowing Date (which Date. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a Business Day during the Commitment Period) and (ii) whole multiple of $100,000 in the case of Borrowing Base A Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Noticeexcess thereof; provided further that Borrowing Base B Loans a borrowing under the Swingline Commitment may not be borrowed on any date in any rolling period amount (subject to Section 2.19(a)) that is required to finance the reimbursement of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodall or a part of an LC Disbursement as contemplated by Section 3.5. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by Swingline Lender will make the amount of each borrowing under the Swingline Facility available to the Administrative Agent for the account of the Borrower of a facsimile transmission confirmation) to at the Loan & Agency and IB Loan Operations Departments office of the Administrative Agent at the addresses set forth specified in Section 10.29.2 prior to 3:00 P.M., with a copy to each applicable Swingline Lender. The Borrower shall give notificationNew York City time, by telephone, to the Administrative Agent that on the Borrowing Request has been delivered Date requested by the Borrower in funds immediately available to the Administrative Agent. Each Swingline Lender that has agreed Such borrowing will then be made available to make Swingline Loans covered the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such request shall promptly confirm such agreement office with the amount made available to the Administrative Agent by the Swingline Lender promptly upon receipt thereof and in like funds as received by the Administrative Agent. Upon its receipt ; provided that Swingline Loans made to finance the reimbursement of a Pledged Eligible Assets Notice, an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent shall calculate to the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedIssuing Lender.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)3:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (iiiii) the Type of Swingline Loans requested. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 4:00 P.M., New York City time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the Borrower with the Administrative Agent that on such Borrowing Date in immediately available funds. Immediately upon the Borrowing Request has been delivered making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the Administrative Agent. Each product of such Lender’s Revolving Percentage times the amount of such Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedLoan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow Swingline Loans during desires that the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or make a Swingline LendersLoan, provided that it shall give the Borrower shall deliver to Swingline Lender irrevocable telephonic notice, which telephonic notice must be received by the Administrative Agent, no Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and borrowed, (ii) whether the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof borrowing is to be made by them), (B) whether such Loans are to be Borrowing Base A comprised of Fed Funds Loans or Borrowing Base B ABR Loans or a combination thereof and (Ciii) the requested Borrowing Date (which shall be a Business Day during the Commitment Period) and (ii) ). Each such telephonic borrowing request shall be confirmed promptly by hand delivery or telecopy to the Swingline Lender of a written borrowing request which shall be substantially in the case form of Exhibit B, duly completed and executed by the Borrower. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Base A Date specified in a notice in respect of Swingline Loans, a Pledged Eligible Assets Notice and in the case Swingline Lender shall make available to the Administrative Agent for the account of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to at the Loan & Agency and IB Loan Operations Departments New York office of the Administrative Agent at specified in subsection 11.2 an amount in immediately available funds equal to the addresses set forth in Section 10.2, with a copy amount of the Swingline Loan to each applicable be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the Borrower with the Administrative Agent that the on such Borrowing Request has been delivered to the Administrative AgentDate in immediately available funds. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the The Administrative Agent shall calculate give the Loan Value other Lenders prompt notice of each extension by the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfieda Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. (or such later time as agreed by such Swingline Lender), New York City time, on the requested Borrowing Date, (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (C) the requested Borrowing Date (which shall be a Business Day during the Commitment Period) and (ii) in the case of Borrowing Base A Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth in Section 10.2, with a copy to each applicable Swingline Lender. The Borrower shall give notification, by telephone, to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii2.3(a)(ii) are not satisfied.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow under the Swingline Loans Commitment during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the Administrative AgentAgent irrevocable notice, no later than 4:00 P.M. (or such later time as agreed which notice must be executed by such Swingline Lender)a Responsible Officer of the Borrower and received by the Administrative Agent prior to 1:00 P.M., New York City time, on the requested Borrowing Date, . Each such notice shall specify (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which Date. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a Business Day during the Commitment Period) and (ii) whole multiple of $100,000 in the case of Borrowing Base A Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Noticeexcess thereof; provided further that Borrowing Base B Loans a borrowing under the Swingline Commitment may not be borrowed on any date in any rolling period amount (subject to Section 2.19(a)) that is required to finance the reimbursement of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodall or a part of an LC Disbursement as contemplated by Section 3.5. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by Swingline Lender will make the amount of each borrowing under the Swingline Facility available to the Administrative Agent for the account of the Borrower of a facsimile transmission confirmation) to at the Loan & Agency and IB Loan Operations Departments office of the Administrative Agent at the addresses set forth specified in Section 10.29.2 prior to 3:00 P.M., with a copy to each applicable Swingline Lender. The Borrower shall give notificationNew York City time, by telephone, to the Administrative Agent that on the Borrowing Request has been delivered Date requested by the Borrower in funds immediately available to the Administrative Agent. Each Swingline Lender that has agreed Such borrowing will then be made available to make Swingline Loans covered the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such request shall promptly confirm such agreement office with the amount made available to the Administrative Agent by the Swingline Lender promptly upon receipt thereof and in like funds as received by the Administrative Agent. Upon its receipt ; provided that Swingline Loans made to finance the reimbursement of a Pledged Eligible Assets Notice, an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent shall calculate to the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedIssuing Lender.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow Swingline Loans during the Commitment Availability Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)P.M., New York City time, on the requested Borrowing Date, (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base Tranche A Loans, Tranche B Loans or Borrowing Base B Tranche C Loans or a combination thereof and (C) the requested Borrowing Date (which shall be a Business Day during the Commitment Availability Period) and (ii) in the case of Borrowing Base A Tranche B Loans, a Pledged Eligible Assets Notice Tranche B Limit Notice; and in the case of Borrowing Base B Tranche C Loans, a Borrowing Base B Tranche C Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Request, Tranche B Limit Notice or Tranche C Limit Notice, if as applicable, shall be delivered by facsimile electronic transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth in Section 10.2, with a copy to each applicable Swingline Lender9.01. The If the Borrower shall give notification, by telephone, to the Administrative Agent that the Borrowing Request has been delivered delivers to the Administrative Agent. Each , later than 4:00 P.M., New York City time, but no later than 5:00 P.M., New York City time, on the requested Borrowing Date, (i) a Borrowing Request satisfying the conditions specified in the immediately preceding sentence and (ii) in the case of Tranche B Loans, a Tranche B Limit Notice and in the case of Tranche C Loans, a Tranche C Limit Notice, then the Swingline Lender that has agreed will use commercially reasonable efforts to make fund such Swingline Loan on the requested Borrowing Date; provided that, for the avoidance of doubt, the Swingline Lender shall have no commitment to fund any Swingline Loans covered by such request shall promptly confirm such agreement with respect to the Administrative Agenta Borrowing Request delivered after 4:00 P.M., New York City time. Upon its The Swingline Lender will use commercially reasonable efforts to fund all requested Swingline Loans within one hour of receipt of a Pledged Eligible Assets NoticeBorrowing Request, subject to the Administrative Agent shall calculate satisfaction of each condition to the Loan Value borrowing of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedLoans.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever any Borrower may borrow Swingline Loans during desires that the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or make Swingline LendersLoans, provided that it shall give the Borrower shall deliver to Swingline Lender irrevocable telephonic notice confirmed promptly in writing by delivering a Swingline Loan Notice (which telephonic notice must be received by the Administrative Agent, no Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:30 p.m., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying the applicable Borrower, (Aii) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Ciii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) in ). Each Swingline Loan made under the case of Borrowing Base A Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Commitment shall be delivered by facsimile transmission (with any such transmission deemed delivered upon in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Promptly after receipt by the Borrower 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. If the Swingline Lender agrees, in its sole discretion, to make a facsimile transmission confirmationSwingline Loan and unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:30 p.m., New York City time, on the Borrowing Date (A) directing such Swingline Lender not to make such Swingline Loans as a result of the limitations set forth in the proviso to the first sentence of Section 2.6(a), or (B) that one of more of the applicable conditions specified in Section 5 is not then satisfied, then, subject to the terms and conditions hereof, not later than 3:30 p.m., New York City time, on the Borrowing Date specified in such Swingline Loan & Agency and IB Loan Operations Departments of Notice, the Swingline Lender shall make available to the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the applicable Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the applicable Borrower with the Administrative Agent that the on such Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to Date in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedimmediately available funds.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow in Dollars under the Swingline Loans Commitment during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the applicable Swingline Lender and the Administrative AgentAgent irrevocable notice, no later than 4:00 P.M. (or such later time as agreed which notice must be executed by a Responsible Officer of the Borrower and received by such Swingline Lender)Lender and the Administrative Agent prior to 1:00 P.M., New York City time, on the requested Borrowing Date, . Each such notice shall specify (i) the amount to be borrowed, (ii) whether such Borrowing is to be an ABR Loan or an Alternate Rate Swingline Loan and (iii) the requested Borrowing Date. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a Borrowing Request specifying whole multiple of $100,000 in excess thereof; provided that a borrowing under the Swingline Commitment may be in any amount (Asubject to Section 2.19(a)) that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Each Swingline Lender will make the amount of each Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof Loan to be made by them), (B) whether such Loans are it available to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (C) the requested Borrowing Date (which shall be a Business Day during Administrative Agent for the Commitment Period) and (ii) in the case account of Borrowing Base A Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to at the Loan & Agency and IB Loan Operations Departments office of the Administrative Agent at the addresses set forth specified in Section 10.29.2 prior to 3:00 P.M., with a copy to each applicable Swingline Lender. The Borrower shall give notificationNew York City time, by telephone, to the Administrative Agent that on the Borrowing Request has been delivered Date requested by the Borrower in funds immediately available to the Administrative Agent. Each Swingline Lender that has agreed Such borrowing will then be made available to make Swingline Loans covered the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such request shall promptly confirm such agreement office with the amount made available to the Administrative Agent by the Swingline Lender promptly upon receipt thereof and in like funds as received by the Administrative Agent. Upon its receipt ; provided that Swingline Loans made to finance the reimbursement of a Pledged Eligible Assets Notice, an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent shall calculate to the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedIssuing Lender.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow Swingline Loans during the Commitment Availability Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)P.M., New York City time, on the requested Borrowing Date, (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base Tranche A Loans, Tranche B Loans or Borrowing Base B Tranche C Loans or a combination thereof and (C) the requested Borrowing Date (which shall be a Business Day during the Commitment Availability Period) and (ii) in the case of Borrowing Base A Tranche B Loans, a Pledged Eligible Assets Notice Tranche B Limit Notice; and in the case of Borrowing Base B Tranche C Loans, a Borrowing Base B Tranche C Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Request, Tranche B Limit Notice or Tranche C 38 Limit Notice, if as applicable, shall be delivered by facsimile electronic transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth in Section 10.2, with a copy to each applicable Swingline Lender9.01. The If the Borrower shall give notification, by telephone, to the Administrative Agent that the Borrowing Request has been delivered delivers to the Administrative Agent. Each , later than 4:00 P.M., New York City time, but no later than 5:00 P.M., New York City time, on the requested Borrowing Date, (i) a Borrowing Request satisfying the conditions specified in the immediately preceding sentence and (ii) in the case of Tranche B Loans, a Tranche B Limit Notice and in the case of Tranche C Loans, a Tranche C Limit Notice, then the Swingline Lender that has agreed will use commercially reasonable efforts to make fund such Swingline Loan on the requested Borrowing Date; provided that, for the avoidance of doubt, the Swingline Lender shall have no commitment to fund any Swingline Loans covered by such request shall promptly confirm such agreement with respect to the Administrative Agenta Borrowing Request delivered after 4:00 P.M., New York City time. Upon its The Swingline Lender will use commercially reasonable efforts to fund all requested Swingline Loans within one hour of receipt of a Pledged Eligible Assets NoticeBorrowing Request, subject to the Administrative Agent shall calculate satisfaction of each condition to the Loan Value borrowing of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedLoans.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the Administrative Agent, no Swingline Lender irrevocable telephonic or electronic notice (which notice must be received by the Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)12:00 P.M., New York City Pacific time, on the requested proposed Borrowing Date) confirmed promptly in writing by a Notice of Borrowing, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) ), and (iiiii) instructions for the remittance of the proceeds of such Loan. Upon receipt of any such telephone or electronic notice or Notice of Borrowing from the Borrower, the Swingline Lender will endeavor to promptly notify the Administrative Agent and each Revolving Lender thereof. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in a notice in respect of any Swingline Loan, the Swingline Lender shall make available to the Borrower an amount in immediately available funds equal to the amount of such Swingline Loan by depositing such amount in the account designated in writing to the Administrative Agent by the Borrower (or, in the case of Borrowing Base A Loansa Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 3.5(b), by remittance to the Issuing Lender). Unless a Pledged Eligible Assets Notice and in Swingline Loan is sooner refinanced by the case advance of Borrowing Base B Loansa Revolving Loan pursuant to Section 2.7(b), a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Loan shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt repaid by the Borrower no later than five (5) Business Days after the advance of such Swingline Loan. The Swingline Lender shall not make a facsimile transmission confirmationSwingline Loan if it has received prior notice (by telephone or in writing) to the Loan & Agency and IB Loan Operations Departments of from the Administrative Agent at the addresses set forth request of any Lender, acting in good faith, on the date of the proposed Swingline Loan that one or more of the applicable conditions specified in Section 10.25.2 is not then satisfied and had a reasonable opportunity to react to such notice. For the avoidance of doubt, with a copy subject to each applicable Swingline Lender. The Borrower shall give notification, by telephoneSection 9.5, to the extent the Administrative Agent that has knowledge of any Default or Event of Default, but has not yet notified the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets NoticeLenders thereof, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred endeavor to in clause (ii), and promptly notify the Borrower and each applicable Lenders of such Default or Event of Default upon notice from the Swingline Lender if of a request from the requirements of Section 2.1(a)(ii) are not satisfiedBorrower for a Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow in Dollars under the Swingline Loans Commitment during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the applicable Swingline Lender and the Administrative AgentAgent irrevocable notice, no later than 4:00 P.M. (or such later time as agreed which notice must be executed by a Responsible Officer of the Borrower and received by such Swingline Lender)Lender and the Administrative Agent prior to 1:00 P.M., New York City time, on the requested Borrowing Date, . Each such notice shall specify (i) the amount to be borrowed, (ii) whether such Borrowing is to be an ABR Loan or an Alternate Rate Swingline Loan and (iii) the requested Borrowing Date. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a Borrowing Request specifying whole multiple of $100,000 in excess thereof; provided that a borrowing under the Swingline Commitment may be in any amount (Asubject to Section 2.19(a)) that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Each Swingline Lender will make the amount of each Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof Loan to be made by them), (B) whether such Loans are it available to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (C) the requested Borrowing Date (which shall be a Business Day during Administrative Agent for the Commitment Period) and (ii) in the case account of Borrowing Base A Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to at the Loan & Agency and IB Loan Operations Departments office of the Administrative Agent at the addresses set forth specified in Section 10.29.2 prior to 3:00 P.M., with a copy to each applicable Swingline Lender. The Borrower shall give notificationNew York City time, by telephone, to the Administrative Agent that on the Borrowing Request has been delivered Date requested by the Borrower in funds immediately available to the Administrative Agent. Each Swingline Lender that has agreed Such borrowing will then be made available to make Swingline Loans covered the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such request shall promptly confirm such agreement office with the amount made available to the Administrative Agent by the Swingline Lender promptly upon receipt thereof and in like funds as received by the Administrative Agent. Upon its receipt ; provided that Swingline Loans made to finance the reimbursement of a Pledged Eligible Assets Notice, an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent shall calculate to the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedIssuing Lender.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Company or any Domestic Subsidiary Borrower may borrow desires that a Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable it shall give such Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. telephonic notice confirmed promptly in a written Borrowing Request (or such later time as agreed which telephonic notice must be received by such Swingline Lender)Lender not later than 1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount and Type of Swingline Loans Loan to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (Bii) whether such Loans are with respect to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof any Money Market Rate Loan, the length of the Interest Period therefor and (Ciii) the requested Borrowing Date (which shall be a Business Day during the applicable Commitment Period) ). Prior to any such notice, the Company or the relevant Subsidiary Borrower may request a quote from the relevant Swingline Lender as to the Money Market Rate that would apply to such Swingline Loan if it were to be a Money Market Rate Loan for the Interest Period specified by the Company or such Subsidiary Borrower, and (ii) in such Swingline Lender shall promptly notify the case of Borrowing Base A Loans, Company or the relevant Subsidiary Borrower whether it is willing to make a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets NoticeMoney Market Rate Loan and, if applicable, provide such a quote for such Interest Period. If the Company or such Subsidiary Borrower accepts such rate, such Swingline Loan shall be delivered by facsimile transmission (a Money Market Rate Loan for such Interest Period bearing interest at such rate. The relevant Swingline Lender shall promptly confirm such quote with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) respect to the Money Market Rate Loan & Agency and IB Loan Operations Departments to be made in writing. Each borrowing under the Swingline Commitment shall be in an amount equal to $25 million or a whole multiple of $1 million in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, such Swingline Lender shall make available to the Administrative Agent at the addresses Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by such Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Company or relevant Subsidiary Borrower on such Borrowing Date by depositing such proceeds in the account of the Company or relevant Subsidiary Borrower with the Administrative Agent or such other account as the Company or the relevant Subsidiary Borrower may specify to the Administrative Agent in writing on such Borrowing Date in immediately available funds. Such Swingline Lender shall not make any Swingline Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the 509265-1725-08888-13316466 41 conditions precedent contained in Section 5.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Administrative Agent shall immediately notify the Swingline Lender upon becoming aware that such conditions in Section 5.2 are thereafter satisfied. Such Swingline Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 10.25.2 have been satisfied in connection with the making of any Swingline Loan. Notwithstanding the foregoing, with a copy the Company and any Swingline Lender may at any time and from time to each applicable time enter into agreements which provide for procedures for soliciting, extending and funding Swingline Lender. The Borrower shall give notification, by telephone, Loans to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including Company or any Subsidiary Borrower which differ from those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedspecified herein.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period Swingline Lender irrevocable telephonic notice confirmed promptly in writing or such other form as approved by the Administrative Agent (including any form on any Business Dayan electronic platform or electronic transmission system as shall be approved by the Administrative Agent pursuant), subject to the consent appropriately completed and signed by a Responsible Officer of the applicable Borrower (which notice must be received by the Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) Period for any Revolving Commitments). Each borrowing under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds. (b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion and in consultation with the Borrower (provided that the failure to so consult shall give notificationnot affect the ability of the Swingline Lender to make the following request) may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by telephonethe Swingline Lender no later than 1:00 P.M., New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent that at the Borrowing Request has been delivered to Funding Office in immediately available funds, not later than 12:00 Noon, New York City time, one Business Day after the Administrative Agentdate of such notice. Each Swingline Lender that has agreed to make Swingline The proceeds of such Revolving Loans covered shall be immediately made available by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate to the Loan Value Swingline Lender for application by the Swingline Lender to the repayment of the Pledged Eligible AssetsRefunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans. (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.5(b), including those one of the events described in Section 8.1(g) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.5(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in clause Section 2.5(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii), and promptly notify ) the Borrower and each applicable sum of the aggregate principal amount of Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfied.Loans then outstanding that were to have been repaid with such Revolving Loans. - 46-

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow Swingline Loans during desires that the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or make a Swingline LendersLoan, provided that it shall give the Borrower shall deliver to Swingline Lender irrevocable telephonic notice, which telephonic notice must be received by the Administrative Agent, no Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date, specifying (i) a Borrowing Request specifying (A) the amount to be borrowed, (ii) whether the borrowing is to be comprised of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such LIBOR Loans, Alternative Rate Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such or ABR Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Ciii) the requested Borrowing Date (which shall be a Business Day during the Commitment Period) and (ii) ). Each such telephonic borrowing request shall be confirmed promptly by hand delivery or telecopy to the Swingline Lender of a written borrowing request which shall be substantially in the case form of Exhibit B, duly completed and executed by the Borrower. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Base A Date specified in a notice in respect of Swingline Loans, a Pledged Eligible Assets Notice and in the case Swingline Lender shall make available to the Administrative Agent for the account of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to at the Loan & Agency and IB Loan Operations Departments New York office of the Administrative Agent at specified in subsection 11.2 an amount in immediately available funds equal to the addresses set forth in Section 10.2, with a copy amount of the Swingline Loan to each applicable be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the Borrower with the Administrative Agent that the on such Borrowing Request has been delivered to the Administrative AgentDate in immediately available funds. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the The Administrative Agent shall calculate give the Loan Value other Lenders prompt notice of each extension by the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfieda Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided desires that the Borrower Swingline Lenders make Swingline Loans, it shall deliver to give the Swingline Lenders and the Administrative Agent, no Agent irrevocable telephonic notice confirmed promptly in writing in the form of Exhibit E (which telephonic notice must be received by the Swingline Lenders and the Administrative Agent not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)x) 1:00 P.M., New York City time, on the requested proposed Borrowing DateDate of a Swingline Loan denominated in Dollars and (y) 10:00 A.M., London time, on the proposed Borrowing Date of a Swingline Loan denominated in Euros), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (Bii) whether such Loans are to Borrowing shall be Borrowing Base A Loans in Dollars or Borrowing Base B Loans or a combination thereof Euros and (Ciii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period), and certifying that the conditions set forth in Section 5.2 are satisfied. Each borrowing under the Swingline Commitment shall be in a Dollar Equivalent amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than (x) 3:00 P.M., New York City time, in case of a Swingline Loan denominated in Dollars and (iiy) 3:00 P.M. (London time) in the case of a Swingline Loan denominated in Euros, on the Borrowing Base A Date specified in a notice in respect of Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, each Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable its ratable portion of the requested Swingline Loan (such ratable portion to be calculated based on the ratio of such Swingline Lender’s Swingline Commitment to the total Swingline Commitments of all Swingline Lenders). The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the Borrower with the Administrative Agent that the on such Borrowing Request has been delivered to the Administrative AgentDate in immediately available funds. Each The failure of any Swingline Lender that has agreed to make its ratable portion of a Swingline Loans covered Loan shall not relieve any other Swingline Lender of its obligation hereunder to make its ratable portion of such Swingline Loan on the date of such Swingline Loan, but no Swingline Lender shall be responsible for the failure of any other Swingline Lender to make the ratable portion of a Swingline Loan to be made by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable other Swingline Lender if on the requirements date of Section 2.1(a)(ii) are not satisfiedany Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow Swingline Loans during desires that the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or make Swingline LendersLoans, provided that the Borrower it shall deliver to give the Administrative Agent, no Agent and the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City Atlanta time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) ). Each borrowing under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., Atlanta time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the Borrower with the Administrative Agent that on such Borrowing Date in immediately available funds or, at the Borrowing Request has been delivered Borrower's option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent. Each The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender that has agreed to make act on its behalf), on one Business Day's notice given by the Swingline Loans covered by such request shall promptly confirm such agreement Lender to the Administrative AgentAgent no later than 12:00 Noon, Atlanta time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Lender's Revolving Percentage of the aggregate amount of the Swingline Loans (the "Refunded Swingline Loans") outstanding on the date of such notice, together with all interest accrued and unpaid thereon, to repay the Swingline Lender. Upon its receipt Revolving Loans made pursuant to this Section 2.4(b) initially shall bear interest at the ABR only. Each Lender shall make the amount of a Pledged Eligible Assets Notice, such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., Atlanta time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall calculate be immediately made available by the Loan Value Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Pledged Eligible AssetsRefunded Swingline Loans and all interest accrued and unpaid thereon. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans and all interest accrued and unpaid thereon to the extent amounts received from the Lenders are not sufficient to repay in full such Refunded Swingline Loans and all interest accrued and unpaid thereon. The Administrative Agent shall give the Borrower prompt notice of any such charge against the Borrower's account. If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.4(b), including those one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.4(b), each Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in clause Section 2.4(b) (the "Refunding Date"), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the "Swingline Participation Amount") equal to (i) such Lender's Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding, together with all interest accrued and unpaid thereon, that were to have been repaid with such Revolving Loans. Whenever, at any time after the Swingline Lender has received from any Lender such Lender's Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. Each Lender's obligation to make the Loans referred to in Section 2.4(b) and promptly notify to purchase participating interests pursuant to Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower and each applicable may have against the Swingline Lender if Lender, the requirements Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 2.1(a)(ii5; (iii) are any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not satisfiedsimilar to any of the foregoing.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Company or any Domestic Subsidiary Borrower may borrow desires that a Swingline Lender of any Class make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable such Class it shall give such Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. telephonic notice confirmed promptly in writing (or such later time as agreed which telephonic notice must be received by such Swingline Lender)Lender not later than 1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount amount, Class and Type of Swingline Loans Loan to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (Bii) whether such Loans are with respect to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof any Money Market Rate Loan, the length of the Interest Period therefor and (Ciii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) ). Prior to any such notice, the Company or the relevant Subsidiary Borrower may request a quote from the relevant Swingline Lender as to the Money Market Rate that would apply to such Swingline Loan if it were to be a Money Market Rate Loan for the Interest Period specified by the Company or such Subsidiary Borrower, and (ii) in such Swingline Lender shall promptly notify the case of Borrowing Base A Loans, Company or the relevant Subsidiary Borrower whether it is willing to make a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets NoticeMoney Market Rate Loan and, if applicable, provide such a quote for such Interest Period. If the Company or such Subsidiary Borrower accepts such rate, such Swingline Loan shall be delivered by facsimile transmission (a Money Market Rate Loan for such Interest Period bearing interest at such rate. The relevant Swingline Lender shall promptly confirm such quote with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) respect to the Money Market Rate Loan & Agency and IB Loan Operations Departments to be made in writing. Each borrowing under the Swingline Commitment of any Class shall be in an amount equal to $25,000,000 or a whole multiple of $1,000,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, such Swingline Lender shall make available to the Administrative Agent at the addresses Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by such Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Company or relevant Subsidiary Borrower on such Borrowing Date by depositing such proceeds in the account of the Company or relevant Subsidiary Borrower with the Administrative Agent or such other account as the Company or the relevant Subsidiary Borrower may specify to the Administrative Agent in writing on such Borrowing Date in immediately available funds. Such Swingline Lender shall not make any Swingline Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Administrative Agent shall immediately notify the Swingline Lender upon becoming aware that such conditions in Section 5.2 are thereafter satisfied. Such Swingline Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 10.25.2 have been satisfied in connection with the making of any Swingline Loan. Notwithstanding the foregoing, with a copy the Company and any Swingline Lender may at any time and from time to each applicable time enter into agreements which provide for procedures for soliciting, extending and funding Swingline Lender. The Borrower shall give notification, by telephone, Loans to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including Company or any Subsidiary Borrower which differ from those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedspecified herein.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the Administrative Agent, no Swingline Lender irrevocable telephonic notice (which telephonic notice must be received by the Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender), New York City time, 11:00 A.M. on the requested proposed Borrowing Date) confirmed promptly in writing by a Notice of Borrowing, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) ), and (iiiii) instructions for the remittance of the proceeds of such Loan. Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Borrower an amount in immediately available funds equal to the amount of the Swingline Loan to be made by depositing such amount in the case account designated in writing to the Administrative Agent by the Borrower. Unless a Swingline Loan is sooner refinanced by the advance of Borrowing Base A Loansa Revolving Loan pursuant to Section 2.7(b), a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Loan shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt repaid by the Borrower no later than five (5) Business Days after the advance of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s telephonic notice given by the Swingline Lender no later than 10:00 A.M. and promptly confirmed in writing, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a facsimile transmission confirmationRevolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of such Swingline Loan (each a “Refunded Swingline Loan”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan & Agency and IB Loan Operations Departments of available to the Administrative Agent at the addresses set forth Revolving Loan Funding Office in Section 10.2immediately available funds, with a copy not later than 10:00 A.M. one Business Day after the date of such notice. The proceeds of such Revolving Loan shall immediately be made available by the Administrative Agent to each applicable the Swingline LenderLender for application by the Swingline Lender to the repayment of the Refunded Swingline Loan. The Borrower shall give notification, by telephone, irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) immediately to pay the amount of any Refunded Swingline Loan to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loan. (c) If prior to the time that the Borrowing Request Borrower has repaid the Swingline Loans pursuant to Section 2.7(a) or a Revolving Loan has been delivered made pursuant to Section 2.7(b), one of the events described in Section 8.1(f) shall have occurred or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those notice referred to in clause Section 2.7(b) or on the date requested by the Swingline Lender (with at least one (1) Business Days’ notice to the Revolving Lenders), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii)) the sum of the aggregate principal amount of the outstanding Swingline Loans that were to have been repaid with such Revolving Loans. (d) Whenever, and promptly notify at any time after the Borrower and each applicable Swingline Lender if has received from any Revolving Lender such Xxxxxx’s Swingline Participation Amount, the requirements Swingline Lender receives any payment on account of Section 2.1(a)(ii) are not satisfied.the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The A Borrower may borrow Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the such Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. (or such later time as agreed by such Swingline Lender), New York City time, on the requested Borrowing Date, (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) in the case of Swingline Loans to be made to KECS, whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and whether such Loans are designated as Customer Loans, Non-Customer Loans or Firm Loans or a combination thereof and (C) the requested Borrowing Date (which shall be a Business Day during the Commitment Period) and (ii) substantially simultaneously with or prior to the related Borrowing Request, in the case of Borrowing Base A Loans, a Borrowing Base A Limit Notice detailing the Pledged Eligible Assets Notice (including, in the case of KECS, whether such Pledged Eligible Assets are Customer Pledged Eligible Assets, Non-Customer Pledged Eligible Assets or Firm Pledged Eligible Assets or a combination thereof) that will secure the requested Loans and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Borrowing Base A Limit Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the such Borrower of a facsimile transmission confirmation) to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth in Section 10.2, with a copy to each applicable Swingline Lender. The Borrower requesting a Borrowing shall give notification, by telephone, to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Borrowing Base A Limit Notice, the Administrative Agent shall calculate the Pledged Eligible Asset Loan Value Values of the Pledged Eligible Assets (and in the case of KECS, the Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, Non-Customer Pledged Eligible Assets and Firm Pledged Eligible Assets, as applicable) which will secure the Loans to such Borrower, including those referred to in clause (ii), and promptly notify the applicable Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii2.3(a)(ii), (v), (vi) or (vii) are not satisfied.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Company or any Domestic Subsidiary Borrower may borrow desires that a Swingline Lender of any Class make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable such Class it shall give such Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. telephonic notice confirmed promptly in writing (or such later time as agreed which telephonic notice must be received by such Swingline Lender)Lender not later than 1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount amount, Class and Type of Swingline Loans Loan to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (Bii) whether such Loans are with respect to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof any Money Market Rate Loan, the length of the Interest Period therefor and (Ciii) the requested Borrowing Date (which shall be a Business Day during the applicable Revolving Commitment Period) ). Prior to any such notice, the Company or the relevant Subsidiary Borrower may request a quote from the relevant Swingline Lender as to the Money Market Rate that would apply to such Swingline Loan if it were to be a Money Market Rate Loan for the Interest Period specified by the Company or such Subsidiary Borrower, and (ii) in such Swingline Lender shall promptly notify the case of Borrowing Base A Loans, Company or the relevant Subsidiary Borrower whether it is willing to make a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets NoticeMoney Market Rate Loan and, if applicable, provide such a quote for such Interest Period. If the Company or such Subsidiary Borrower accepts such rate, such Swingline Loan shall be delivered by facsimile transmission (a Money Market Rate Loan for such Interest Period bearing interest at such rate. The relevant Swingline Lender shall promptly confirm such quote with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) respect to the Money Market Rate Loan & Agency and IB Loan Operations Departments to be made in writing. Each borrowing under the Swingline Commitment of any Class shall be in an amount equal to $25,000,000 or a whole multiple of $1,000,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, such Swingline Lender shall make available to the Administrative Agent at the addresses Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by such Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Company or relevant Subsidiary Borrower on such Borrowing Date by depositing such proceeds in the account of the Company or relevant Subsidiary Borrower with the Administrative Agent or such other account as the Company or the relevant Subsidiary Borrower may specify to the Administrative Agent in writing on such Borrowing Date in immediately available funds. Such Swingline Lender shall not make any Swingline Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Administrative Agent shall immediately notify the Swingline Lender upon becoming aware that such conditions in Section 5.2 are thereafter satisfied. Such Swingline Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 10.25.2 have been satisfied in connection with the making of any Swingline Loan. Notwithstanding the foregoing, with a copy the Company and any Swingline Lender may at any time and from time to each applicable time enter into agreements which provide for procedures for soliciting, extending and funding Swingline Lender. The Borrower shall give notification, by telephone, Loans to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including Company or any Subsidiary Borrower which differ from those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedspecified herein.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the Administrative Agent, no Swingline Lender irrevocable telephonic notice (which telephonic notice must be received by the Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)12:00 P.M., New York City Pacific time, on the requested proposed Borrowing Date) confirmed promptly in writing by a Notice of Portions of this Exhibit, indicated by the xxxx “[*****],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Borrowing, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) ), and (iiiii) instructions for the remittance of the proceeds of such Loan. Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Borrower an amount in immediately available funds equal to the amount of the Swingline Loan to be made by depositing such amount in the case of Borrowing Base A Loans, a Pledged Eligible Assets Notice and account designated in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth in Section 10.2, with a copy to each applicable Swingline Lender. The Borrower shall give notification, by telephone, writing to the Administrative Agent that by the Borrowing Request has been delivered to Borrower. Unless a Swingline Loan is sooner refinanced by the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt advance of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Revolving Loan Value of the Pledged Eligible Assets, including those referred pursuant to in clause (iiSection 2.5(b), and promptly notify such Swingline Loan shall be repaid by the Borrower and each applicable no later than five (5) Business Days after the advance of such Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedLoan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever a Borrower may borrow Swingline Loans during desires that the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or make Swingline LendersLoans, provided that the Borrower Representative shall deliver to give the Administrative Agent, no Swingline Lender irrevocable telephonic notice (which telephonic notice must be received by the Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)2:00 P.M., New York City time, on the requested proposed Borrowing Date) confirmed promptly in writing substantially in the form of Exhibit J or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) ). Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in the case notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and the Swingline Lender shall make available to the applicable Borrower an amount in immediately available funds equal to the case amount of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not the Swingline Loan to be borrowed on any date made by the Swingline Lender by crediting such account or by wire transfer as is designated in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt writing to the Swingline Lender by the Borrower Representative. The Swingline Lender, at any time and from time to time in its sole and absolute discretion, may, and on the date that is five (5) Business Days after a Swingline Loan is made (unless the Borrower Representative directs otherwise) shall, on behalf of the Borrowers (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one (1) Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a facsimile transmission confirmationRevolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate Outstanding Amount of the Swingline Loans (the “Refunded Swingline Loans”) on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan & Agency and IB Loan Operations Departments of available to the Administrative Agent at the addresses set forth Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one (1) Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans. If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 10.29.1(g) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b) or upon the request of the Swingline Lender, purchase for cash an undivided participating interest in the aggregate Outstanding Amount of Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate Outstanding Amount of Swingline Loans at such time that were to have been repaid with a copy such Revolving Loans or that the Swingline Lender otherwise requests Revolving Lenders to each applicable purchase participation interests in. Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Xxxxxx’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. The Borrower shall give notification, by telephone, to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed Revolving Lender’s obligation to make Swingline the Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to in clause Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or any Borrower may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever, (ii)) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding anything to the contrary contained in Sections 2.6 and promptly notify 2.7 or elsewhere in this Agreement, (i) the Swingline Lender shall not be obligated to make any Swingline Loan at a time when a Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the aggregate Outstanding Amount of Swingline Loans at such time and each applicable (ii) the Swingline Lender if shall not make any Swingline Loan after it has received written notice from a Borrower, any other Loan Party or the requirements Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default in accordance with Section 2.1(a)(ii) are not satisfied11.1.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period Swingline Lender irrevocable telephonic notice confirmed promptly in writing or such other form as approved by the Administrative Agent (including any form on any Business Dayan electronic platform or electronic transmission system as shall be approved by the Administrative Agent pursuant), subject to the consent appropriately completed and signed by a Responsible Officer of the applicable Borrower (which notice must be received by the Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) Period for any Revolving Commitments). Each borrowing under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds. (b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion and in consultation with the Borrower (provided that the failure to so consult shall give notificationnot affect the ability of the Swingline Lender to make the following request) may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by telephonethe Swingline Lender no later than 1:00 P.M., New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent that at the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets NoticeFunding Office in immediately available funds, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfied.later than 12:00 - 58-

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a2.4 [Reserved](a) The Whenever the Parent Borrower may borrow Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable desires that a Swingline Lender or make a Swingline LendersLoan, provided that the Borrower it shall deliver to give the Administrative AgentAgent irrevocable telephonic notice, no which telephonic notice must be received by the Administrative Agent not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 p.m., New York City time, on the requested proposed Borrowing Date, specifying (i) a Borrowing Request specifying (A) the amount to be borrowed, (ii) whether the proposed Borrowing is to be comprised of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such LIBOR Loans, Alternative Rate Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such or ABR Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Ciii) the requested Borrowing Date (which shall be a Business Day during the Commitment Period) and (ii) in the case of Borrowing Base A Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during ). Each such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, telephonic borrowing request shall be delivered confirmed promptly by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth in Section 10.2, with a copy to each applicable Swingline Lender. The Borrower shall give notification, by telephone, hand delivery or telecopy to the Administrative Agent that of a written borrowing request which shall be substantially in the Borrowing Request has been delivered form of Exhibit B, duly completed and executed by the Parent Borrower. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent will promptly advise the Administrative AgentSwingline Lenders of any such notice received from the Parent Borrower. Each Swingline Lender that has agreed shall make its ratable portion of the requested Swingline Loan (such ratable portion to make be calculated based upon such Swingline Loans covered by such request shall promptly confirm such agreement Lender’s Swingline Commitment to the Administrative Agent. Upon its receipt total Swingline Commitments of all of the Swingline Lenders) available to the Parent Borrower by means of a Pledged Eligible Assets Notice, credit to an account of the Parent Borrower with the Administrative Agent designated for such purpose by 3:00 p.m., New York City time, on the requested date of such Swingline Loans. The Administrative Agent shall calculate give the Loan Value other Lenders prompt notice of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable extension by such Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfieda Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)12:00 Noon, New York City Houston time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) ). Each borrowing under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. Not later than 2:00 P.M., Houston time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds. Revolving Loan, in an amount equal to such Revolving Lender's Revolving Percentage of the aggregate amount of the Swingline Loans (the "Refunded Swingline Loans") outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall give notification, by telephone, make the amount of such Revolving Loan available to the Administrative Agent that at the Borrowing Request has been delivered to Funding Office in immediately available funds, not later than 11:00 A.M., Houston time, one Business Day after the Administrative Agentdate of such notice. Each Swingline Lender that has agreed to make Swingline The proceeds of such Revolving Loans covered shall be immediately made available by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate to the Loan Value Swingline Lender for application by the Swingline Lender to the repayment of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify Refunded Swingline Loans. The Borrower irrevocably authorizes the Borrower and each applicable Swingline Lender if to charge the requirements Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of Section 2.1(a)(ii) such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not satisfiedsufficient to repay in full such Refunded Swingline Loans.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided desires that the Borrower Swingline Lenders make Swingline Loans, it shall deliver to give the Swingline Lenders and the Administrative Agent, no Agent irrevocable telephonic notice confirmed promptly in writing in the form of Exhibit E (which telephonic notice must be received by the Swingline Lenders and the Administrative Agent not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)x) 1:00 P.M., New York City time, on the requested proposed Borrowing DateDate of a Swingline Loan denominated in Dollars and (y) 10:00 A.M., London time, on the proposed Borrowing Date of a Swingline Loan denominated in Euros), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (Bii) whether such Loans are to borrowing shall be Borrowing Base A Loans in Dollars or Borrowing Base B Loans or a combination thereof Euros and (Ciii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period), and certifying that the conditions set forth in Section 5.2 are satisfied. Each borrowing under the Swingline Commitment shall be in a Dollar Equivalent amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than (x) 3:00 P.M., New York City time, in case of a Swingline Loan denominated in Dollars and (iiy) 3:00 P.M. (London time) in the case of a Swingline Loan denominated in Euros, on the Borrowing Base A Date specified in a notice in respect of Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, each Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable its ratable portion of the requested Swingline Loan (such ratable portion to be calculated based on the ratio of such Swingline Lender’s Swingline Commitment to the total Swingline Commitments of all Swingline Lenders). The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the Borrower with the Administrative Agent that the on such Borrowing Request has been delivered to the Administrative AgentDate in immediately available funds. Each The failure of any Swingline Lender that has agreed to make its ratable portion of a Swingline Loans covered Loan shall not relieve any other Swingline Lender of its obligation hereunder to make its ratable portion of such Swingline Loan on the date of such Swingline Loan, but no Swingline Lender shall be responsible for the failure of any other Swingline Lender to make the ratable portion of a Swingline Loan to be made by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable other Swingline Lender if on the requirements date of Section 2.1(a)(ii) are not satisfiedany Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the Administrative Agent, no Swingline Lender irrevocable telephonic or electronic notice (which notice must be received by the Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)12:00 P.M., New York City Pacific time, on the requested proposed Borrowing Date) confirmed promptly in writing by a Notice of Borrowing, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) ), and (iiiii) instructions for the remittance of the proceeds of such Loan. Upon receipt of any such telephone or electronic notice or Notice of Borrowing from the Borrower, the Swingline Lender will endeavor to promptly notify the Administrative Agent and each Revolving Lender thereof. Each borrowing under the Swingline Commitment shall be in an amount equal to $250,000 or a whole multiple of $100,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in a notice in respect of any Swingline Loan, the Swingline Lender shall make available to the Borrower an amount in immediately available funds equal to the amount of such Swingline Loan by depositing such amount in the account designated in writing to the Administrative Agent by the Borrower (or, in the case of Borrowing Base A Loansa Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 3.5(b), by remittance to the Issuing Lender). Unless a Pledged Eligible Assets Notice and in Swingline Loan is sooner refinanced by the case advance of Borrowing Base B Loansa Revolving Loan pursuant to Section 2.7(b), a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Loan shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt repaid by the Borrower no later than five (5) Business Days after the advance of such Swingline Loan. The Swingline Lender shall not make a facsimile transmission confirmationSwingline Loan if it has received prior notice (by telephone or in writing) to the Loan & Agency and IB Loan Operations Departments of from the Administrative Agent at the addresses set forth request of any Lender, acting in good faith, on the date of the proposed Swingline Loan that one or more of the applicable conditions specified in Section 10.25.2 is not then satisfied and had a reasonable opportunity to react to such notice. For the avoidance of doubt, with a copy subject to each applicable Swingline Lender. The Borrower shall give notification, by telephoneSection 9.5, to the extent the Administrative Agent that has knowledge of any Default or Event of Default, but has not yet notified the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets NoticeLenders thereof, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred endeavor to in clause (ii), and promptly notify the Borrower and each applicable Lenders of such Default or Event of Default upon notice from the Swingline Lender if of a request from the requirements of Section 2.1(a)(ii) are not satisfiedBorrower for a Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable desires that thea Swingline Lender or make a Swingline LendersLoan, provided that it shall give the Borrower shall deliver to Swingline LenderAdministrative Agent irrevocable telephonic notice, which telephonic notice must be received by the Administrative Agent, no Swingline LenderAdministrative Agent not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date, specifying (i) a Borrowing Request specifying (A) the amount to be borrowed, (ii) whether the borrowing is to be comprised of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such LIBOR Loans, Alternative Rate Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such or ABR Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Ciii) the requested Borrowing Date (which shall be a Business Day during the Commitment Period) and (ii) ). Each such telephonic borrowing request shall be confirmed promptly by hand delivery or telecopy to the Swingline LenderAdministrative Agent of a written borrowing request which shall be substantially in the case form of Exhibit B, duly completed and executed by the Borrower. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than The Administrative Agent will promptly advise the Swingline Lenders of any such notice received from the Borrower. Each Swingline Lender shall make its ratable portion of the requested Swingline Loan (such ratable portion to be calculated based upon such Swingline Lender’s Swingline Commitment to the total Swingline Commitments of all of the Swingline Lenders) available to the Borrower by means of a credit to an account of the Borrower with the Administrative Agent designated for such purpose by 3:00 P.Mp.m., New York City time, on the Borrowing Base A Date specified in a notice in respect of Swingline Loans, a Pledged Eligible Assets Notice and in the case Swingline Lender shall make available to the Administrative Agent for the account of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) to at the Loan & Agency and IB Loan Operations Departments New York office of the Administrative Agent at specified in subsection 11.2 an amount in immediately available funds equal to the addresses set forth in Section 10.2, with a copy amount of the Swingline Loan to each applicable be made by the Swingline Lender. The Administrative Agent shall make the proceedsrequested date of such Swingline Loan available to the Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the Borrower with the Administrative Agent that the on such Borrowing Request has been delivered to the Administrative AgentDate in immediately available funds. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the The Administrative Agent shall calculate give the Loan Value other Lenders prompt notice of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable extension by thesuch Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfieda Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the Administrative Agent, no Swingline Lender irrevocable telephonic notice (which telephonic notice must be received by the Swingline Lender not later than 4:00 12:00 P.M. (or such later time as agreed by such Swingline Lender), New York City time, on the requested proposed Borrowing Date) confirmed promptly in writing by a Notice of Borrowing, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) ), and (iiiii) instructions for the remittance of the proceeds of such Loan. Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Borrower an amount in immediately available funds equal to the amount of the Swingline Loan to be made by depositing such amount in the case account designated in writing to the Administrative Agent by the Borrower. Unless a Swingline Loan is sooner refinanced by the advance of Borrowing Base A Loansa Revolving Loan pursuant to Section 2.7(b), a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Loan shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt repaid by the Borrower no later than five (5) Business Days after the advance of such Swingline Loan. (b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s telephonic notice given by the Swingline Lender no later than 12:00 P.M. and promptly confirmed in writing, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a facsimile transmission confirmationRevolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of such Swingline Loan (each a “Refunded Swingline Loan”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan & Agency and IB Loan Operations Departments of available to the Administrative Agent at the addresses set forth Revolving Loan Funding Office in Section 10.2immediately available funds, with a copy not later than 10:00 A.M. one Business Day after the date of such notice. The proceeds of such Revolving Loan shall immediately be made available by the Administrative Agent to each applicable the Swingline LenderLender for application by the Swingline Lender to the repayment of the Refunded Swingline Loan. The Borrower shall give notification, by telephone, irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) immediately to pay the amount of any Refunded Swingline Loan to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loan. (c) If prior to the time that the Borrowing Request Borrower has repaid the Swingline Loans pursuant to Section 2.7(a) or a Revolving Loan has been delivered made pursuant to Section 2.7(b), one of the events described in Section 8.1(f) shall have occurred or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those notice referred to in clause Section 2.7(b) or on the date requested by the Swingline Lender (with at least one (1) Business Days’ notice to the Revolving Lenders), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii), and promptly notify ) the Borrower and each applicable sum of the aggregate principal amount of the outstanding Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedLoans that were to have been repaid with such Revolving Loans.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever a Borrower may borrow desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no Lender not later than 4:00 P.M. (or such later time as agreed by such x) with respect to Dollar Swingline Lender)Loans, New York City time1:00 P.M., Local Time, on the requested proposed Borrowing Date and (y) with respect to Multicurrency Swingline Loans, 11:00 A.M., Local Time, on the proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Commitment Period) and (iiiii) whether such Loan is to be a Dollar Swingline Loan or a Multicurrency Swingline Loan and (iv) in the case of Borrowing Base A Multicurrency Swingline Loans, the length of the initial and any subsequent Interest Period therefor. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a Pledged Eligible Assets Notice and whole multiple of $100,000 in excess thereof (or in the case of Borrowing Base B Multicurrency Swingline Loans, the approximate Dollar Equivalent thereof). Not later than 3:00 P.M., Local Time, on the Borrowing Date specified in a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date notice in any rolling period respect of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets NoticeSwingline Loans, if applicable, the Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the relevant Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of such Borrower with the Administrative Agent that the on such Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to Date in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedimmediately available funds.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (ai(a) The Whenever the Borrower may borrow or any Subsidiary Borrower desires that a Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower it shall deliver to give the Administrative Agent, no Agent irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Administrative Agent not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) ). The Administrative Agent will promptly advise the Swingline Lenders of any such notice received from the Borrower. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in each Swingline Lender shall make its ratable portion of the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not requested Swingline Loan (such ratable portion to be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during calculated based upon such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) Swingline Lender’s Swingline Commitment to the Loan & Agency and IB Loan Operations Departments total Swingline Commitments of all of the Swingline Lenders) available to the Administrative Agent at the addresses set forth Funding Office in Section 10.2, with a copy to each applicable Swingline Lenderimmediately available funds. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower shall give notification, or relevant Subsidiary Borrower on such Borrowing Date by telephone, depositing such proceeds in the account of the Borrower or relevant Subsidiary Borrower with the Administrative Agent or such other account as the Borrower or relevant Subsidiary Borrower may specify to the Administrative Agent that the in writing on such Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to Date in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedimmediately available funds.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Company or any Domestic Subsidiary Borrower may borrow desires that a Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable it shall give such Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. telephonic notice confirmed promptly in a written Borrowing Request (or such later time as agreed which telephonic notice must be received by such Swingline Lender)Lender not later than 1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount and Type of Swingline Loans Loan to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (Bii) whether such Loans are with respect to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof any Money Market Rate Loan, the length of the Interest Period therefor and (Ciii) the requested Borrowing Date (which shall be a Business Day during the applicable Commitment Period) ). Prior to any such notice, the Company or the relevant Subsidiary Borrower may request a quote from the relevant Swingline Lender as to the Money Market Rate that would apply to such Swingline Loan if it were to be a Money Market Rate Loan for the Interest Period specified by the Company or such Subsidiary Borrower, and (ii) in such Swingline Lender shall promptly notify the case of Borrowing Base A Loans, Company or the relevant Subsidiary Borrower whether it is willing to make a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets NoticeMoney Market Rate Loan and, if applicable, provide such a quote for such Interest Period. If the Company or such Subsidiary Borrower accepts such rate, such Swingline Loan shall be delivered by facsimile transmission (a Money Market Rate Loan for such Interest Period bearing interest at such rate. The relevant Swingline Lender shall promptly confirm such quote with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) respect to the Money Market Rate Loan & Agency and IB Loan Operations Departments to be made in writing. Each borrowing under the Swingline Commitment shall be in an amount equal to $25 million or a whole multiple of $1 million in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, such Swingline Lender shall make available to the Administrative Agent at the addresses Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by such Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Company or relevant Subsidiary Borrower on such Borrowing Date by 509265-1725-11432-13209999 depositing such proceeds in the account of the Company or relevant Subsidiary Borrower with the Administrative Agent or such other account as the Company or the relevant Subsidiary Borrower may specify to the Administrative Agent in writing on such Borrowing Date in immediately available funds. Such Swingline Lender shall not make any Swingline Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Administrative Agent shall immediately notify the Swingline Lender upon becoming aware that such conditions in Section 5.2 are thereafter satisfied. Such Swingline Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 10.25.2 have been satisfied in connection with the making of any Swingline Loan. Notwithstanding the foregoing, with a copy the Company and any Swingline Lender may at any time and from time to each applicable time enter into agreements which provide for procedures for soliciting, extending and funding Swingline Lender. The Borrower shall give notification, by telephone, Loans to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including Company or any Subsidiary Borrower which differ from those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedspecified herein.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period on any Business Day, subject to Administrative Agent and the consent of the applicable Swingline Lender or irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City Atlanta time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) ). Each borrowing under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., Atlanta time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower shall give notification, on such Borrowing Date by telephone, to depositing such proceeds in the account of the Borrower with the Administrative Agent that on such Borrowing Date in immediately available funds or, at the Borrowing Request has been delivered Borrower's option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent. Each The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender that has agreed to make act on its behalf), on one Business Day's notice given by the Swingline Loans covered by such request shall promptly confirm such agreement Lender to the Administrative AgentAgent no later than 12:00 Noon, Atlanta time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Lender's Revolving Percentage of the aggregate amount of the Swingline Loans (the "Refunded Swingline Loans") outstanding on the date of such notice, to repay the Swingline Lender. Upon its receipt Revolving Loans made pursuant to this Section 2.4(b) initially shall bear interest at the ABR only. Each Lender shall make the amount of a Pledged Eligible Assets Notice, such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., Atlanta time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall calculate be immediately made available by the Loan Value Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Pledged Eligible AssetsRefunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Refunded Swingline Loans. The Administrative Agent shall give the Borrower prompt notice of any such charge against the Borrower's account. If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.4(b), including those one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.4(b), each Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in clause Section 2.4(b) (the "Refunding Date"), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the "Swingline Participation Amount") equal to (i) such Lender's Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans. Whenever, at any time after the Swingline Lender has received from any Lender such Lender's Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. Each Lender's obligation to make the Loans referred to in Section 2.4(b) and promptly notify to purchase participating interests pursuant to Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower and each applicable may have against the Swingline Lender if Lender, the requirements Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 2.1(a)(ii5; (iii) are any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not satisfiedsimilar to any of the foregoing.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever a Borrower may borrow desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period), (iii) whether the Swingline Loans then being requested are to be Money Market Rate Loans or ABR Loans and (iiiv) in any other terms to be applicable to such Loans. Prior to any such notice, the case of Borrowing Base A Loansrelevant Borrower may request a quote from the Swingline Lender as to the Money Market Rate that would apply to such Swingline Loans if they were to be Money Market Rate Loans for the Interest Period specified by such Borrower, and the Swingline Lender shall promptly provide such a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loansquote for such Interest Period. If such Borrower promptly agrees to such rate, a Borrowing Base B Limit Notice; provided further that Borrowing Base B such Swingline Loans may not shall be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Money Market Rate Loans have already been outstanding on 30 days during for such periodInterest Period bearing interest at such rate. The Borrowing Request Swingline Lender shall confirm such quote and Pledged Eligible Assets Notice, if applicable, shall be delivered by facsimile transmission (the related agreement with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) respect to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Money Market Rate Loans to be made, in Section 10.2, with a copy to each applicable Swingline Lender. The Borrower shall give notification, by telephone, to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii)writing, and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfied.such confirmation shall be

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever a Borrower may borrow Swingline Loans during desires that the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or make Swingline LendersLoans, provided that the Administrative Borrower shall deliver to give the Administrative Agent, no Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)3:00 P.M., New York City time, on the requested Borrowing Dateproposed borrowing date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date borrowing date (which shall be a Business Day during the Availability Period). Each borrowing under the Swingline Commitment Period) and (ii) shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 4:00 P.M., New York City time, on the case borrowing date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth account of the Administrative Agent most recently designated by it for such purpose an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the relevant Borrower shall give notification, on such borrowing date by telephone, to depositing such proceeds in the account of such Borrower with the Administrative Agent that on such borrowing date in immediately available funds. Immediately upon the Borrowing Request has been delivered to making of a Swingline Loan by the Administrative Agent. Each Swingline Lender, and without any further action on the part of such Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to or the Administrative Agent. Upon its receipt of a Pledged Eligible Assets NoticeLenders, the Administrative Agent shall calculate Swingline Lender hereby grants to each Lender, and each Lender hereby acquires from the Swingline Lender, a participation in such Swingline Loan Value equal to such Lender’s Applicable Percentage of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable amount of such Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedLoan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow Whenever the Company desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) ). Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Borrower Administrative Agent shall give notificationmake the proceeds of such Swingline Loans available to the Company on such Borrowing Date by depositing such proceeds in the account of the Company with the Administrative Agent on such Borrowing Date in immediately available funds. (b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Company (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by telephonethe Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent that at the Borrowing Request has been delivered to Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the Administrative Agentdate of such notice. Each Swingline Lender that has agreed to make Swingline The proceeds of such Revolving Loans covered shall be immediately made available by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate to the Loan Value Swingline Lender for application by the Swingline Lender to the repayment of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify Refunded Swingline Loans. The Company irrevocably authorizes the Borrower and each applicable Swingline Lender if to charge the requirements Company’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of Section 2.1(a)(ii) are not satisfied.such Refunded Swingline Loans to the

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow Whenever the Company desires that the Swingline Lender make Swingline Loans during it shall give the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them), (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (ii) ). Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the case Borrowing Date specified in a notice in respect of Borrowing Base A Swingline Loans, a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Lender shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) make available to the Loan & Agency and IB Loan Operations Departments of the Administrative Agent at the addresses set forth Funding Office an amount in Section 10.2, with a copy immediately available funds equal to each applicable the amount of the Swingline Loan to be made by the Swingline Lender. The Borrower Administrative Agent shall give notificationmake the proceeds of such Swingline Loans available to the Company on such Borrowing Date by depositing such proceeds in the account of the Company with the Administrative Agent on such Borrowing Date in immediately available funds. (b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Company (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by telephonethe Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent that at the Borrowing Request has been delivered to Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the Administrative Agentdate of such notice. Each Swingline Lender that has agreed to make Swingline The proceeds of such Revolving Loans covered shall be immediately made available by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate to the Loan Value Swingline Lender for application by the Swingline Lender to the repayment of the Pledged Eligible AssetsRefunded Swingline Loans. The Company irrevocably authorizes the Swingline Lender to charge the Company’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans. (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.07(b), including those one of the events described in Section 8.01(f) shall have occurred and be continuing with respect to the Company or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.07(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in clause Section 2.07(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii), and promptly notify ) the Borrower and each applicable Swingline Lender if sum of the requirements of Section 2.1(a)(ii) are not satisfied.aggregate principal

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Borrower may borrow Whenever the Borrowers desire that the Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to Borrowers shall give the consent of the applicable Swingline Lender irrevocable telephonic or electronic notice (which notice must be received by the Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)12:00 P.M., New York City Pacific time, on the requested proposed Borrowing Date) confirmed promptly in writing by a Notice of Borrowing, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) ), and (iiiii) instructions for the remittance of the proceeds of such Loan. Upon receipt of any such telephone or electronic notice or Notice of Borrowing from the Borrowers, the Swingline Lender will endeavor to promptly notify the Administrative Agent and each Revolving Lender thereof. Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $50,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in a notice in respect of any Swingline Loan, the Swingline Lender shall make available to the Borrowers an amount in immediately available funds equal to the amount of such Swingline Loan by depositing such amount in the account designated in writing to the Administrative Agent by the Borrowers (or, in the case of Borrowing Base A Loansa Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 3.5(b), by remittance to the Issuing Lender). Unless a Pledged Eligible Assets Notice and in Swingline Loan is sooner refinanced by the case advance of Borrowing Base B Loansa Revolving Loan pursuant to Section 2.7(b), a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not such Swingline Loan shall be borrowed on any date in any rolling period repaid by the Borrowers no later than five (5) Business Days after the advance of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodSwingline Loan. The Borrowing Request and Pledged Eligible Assets Notice, Swingline Lender shall not make a Swingline Loan if applicable, shall be delivered it has received prior notice (by facsimile transmission (with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmationtelephone or in writing) to the Loan & Agency and IB Loan Operations Departments of from the Administrative Agent at the addresses set forth request of any Lender, acting in good faith, on the date of the proposed Swingline Loan that one or more of the applicable conditions specified in Section 10.25.2 is not then satisfied and had a reasonable opportunity to react to such notice. For the avoidance of doubt, with a copy subject to each applicable Swingline Lender. The Borrower shall give notification, by telephoneSection 9.5, to the extent the Administrative Agent that has knowledge of any Default or Event of Default, but has not yet notified the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets NoticeLenders thereof, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred endeavor to in clause (ii), and promptly notify the Borrower and each applicable Lenders of such Default or Event of Default upon notice from the Swingline Lender if of a request from the requirements of Section 2.1(a)(ii) are not satisfiedBorrowers for a Swingline Loan.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Company or any Domestic Subsidiary Borrower may borrow desires that a Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable it shall give such Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to the Administrative Agent, no later than 4:00 P.M. telephonic notice confirmed promptly in a written Borrowing Request (or such later time as agreed which telephonic notice must be received by such Swingline Lender)Lender not later than 1:00 P.M., New York City time, on the requested proposed Borrowing Date), specifying (i) a Borrowing Request specifying (A) the amount and Type of Swingline Loans Loan to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (Bii) whether such Loans are with respect to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof any Money Market Rate Loan, the length of the Interest Period therefor and (Ciii) the requested Borrowing Date (which shall be a Business Day during the applicable Commitment Period) ). Prior to any such notice, the Company or the relevant Subsidiary Borrower may request a quote from the relevant Swingline Lender as to the Money Market Rate that would apply to such Swingline Loan if it were to be a Money Market Rate Loan for the Interest Period specified by the Company or such Subsidiary Borrower, and (ii) in such Swingline Lender shall promptly notify 509265-1725-11432-13209999 the case of Borrowing Base A Loans, Company or the relevant Subsidiary Borrower whether it is willing to make a Pledged Eligible Assets Notice and in the case of Borrowing Base B Loans, a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets NoticeMoney Market Rate Loan and, if applicable, provide such a quote for such Interest Period. If the Company or such Subsidiary Borrower accepts such rate, such Swingline Loan shall be delivered by facsimile transmission (a Money Market Rate Loan for such Interest Period bearing interest at such rate. The relevant Swingline Lender shall promptly confirm such quote with any such transmission deemed delivered upon receipt by the Borrower of a facsimile transmission confirmation) respect to the Money Market Rate Loan & Agency and IB Loan Operations Departments to be made in writing. Each borrowing under the Swingline Commitment shall be in an amount equal to $25 million or a whole multiple of $1 million in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, such Swingline Lender shall make available to the Administrative Agent at the addresses Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by such Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Company or relevant Subsidiary Borrower on such Borrowing Date by depositing such proceeds in the account of the Company or relevant Subsidiary Borrower with the Administrative Agent or such other account as the Company or the relevant Subsidiary Borrower may specify to the Administrative Agent in writing on such Borrowing Date in immediately available funds. Such Swingline Lender shall not make any Swingline Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Administrative Agent shall immediately notify the Swingline Lender upon becoming aware that such conditions in Section 5.2 are thereafter satisfied. Such Swingline Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 10.25.2 have been satisfied in connection with the making of any Swingline Loan. Notwithstanding the foregoing, with a copy the Company and any Swingline Lender may at any time and from time to each applicable time enter into agreements which provide for procedures for soliciting, extending and funding Swingline Lender. The Borrower shall give notification, by telephone, Loans to the Administrative Agent that the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets Notice, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including Company or any Subsidiary Borrower which differ from those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Section 2.1(a)(ii) are not satisfiedspecified herein.

Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) The Whenever the Borrower may borrow desires that the Swingline Lender make Swingline Loans during the Commitment Period on any Business Day, subject to the consent of the applicable Swingline Lender or Swingline Lenders, provided that the Borrower shall deliver to give the Administrative Agent, no Swingline Lender irrevocable telephonic or electronic notice (which notice must be received by the Swingline Lender not later than 4:00 P.M. (or such later time as agreed by such Swingline Lender)1:00 P.M., New York City time, on the requested proposed Borrowing Date) confirmed promptly in writing by a Notice of Borrowing, specifying (i) a Borrowing Request specifying (A) the amount of Swingline Loans to be borrowed and the Swingline Lender or Lenders that agreed to make such Swingline Loans (and the respective amounts thereof to be made by them)borrowed, (B) whether such Loans are to be Borrowing Base A Loans or Borrowing Base B Loans or a combination thereof and (Cii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) ), and (iiiii) instructions for the remittance of the proceeds of such Loan. Upon receipt of any such telephone or electronic notice or Notice of Borrowing from the Borrower, the Swingline Lender will endeavor to promptly notify the Administrative Agent and each Revolving Lender thereof. Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $50,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in a notice in respect of any Swingline Loan, the Swingline Lender shall make available to the Borrower an amount in immediately available funds equal to the amount of such Swingline Loan by depositing such amount in the account designated in writing to the Administrative Agent by the Borrower (or, in the case of Borrowing Base A Loansa Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 3.5(b), by remittance to the Issuing Lender with respect to such L/C Disbursement). Unless a Pledged Eligible Assets Notice and in Swingline Loan is sooner refinanced by the case advance of Borrowing Base B Loansa Revolving Loan pursuant to Section 2.7(b), a Borrowing Base B Limit Notice; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. The Borrowing Request and Pledged Eligible Assets Notice, if applicable, Swingline Loan shall be delivered by facsimile transmission (with any such transmission deemed delivered upon receipt repaid by the Borrower no later than five (5) Business Days after the advance of such Swingline Loan. The Swingline Lender shall not make a facsimile transmission confirmationSwingline Loan if it has received prior notice (by telephone or in writing) to the Loan & Agency and IB Loan Operations Departments of from the Administrative Agent at the addresses set forth request of any Lender, acting in good faith, on the date of the proposed Swingline Loan that one or more of the applicable conditions specified in Section 10.25.2 is not then satisfied and had a reasonable opportunity to react to such notice. For the avoidance of doubt, with a copy subject to each applicable Swingline Lender. The Borrower shall give notification, by telephoneSection 9.5, to the extent the Administrative Agent that has knowledge of any Default or Event of Default, but has not yet notified the Borrowing Request has been delivered to the Administrative Agent. Each Swingline Lender that has agreed to make Swingline Loans covered by such request shall promptly confirm such agreement to the Administrative Agent. Upon its receipt of a Pledged Eligible Assets NoticeLenders thereof, the Administrative Agent shall calculate the Loan Value of the Pledged Eligible Assets, including those referred endeavor to in clause (ii), and promptly notify the Borrower and each applicable Lenders of such Default or Event of Default upon notice from the Swingline Lender if of a request from the requirements of Section 2.1(a)(ii) are not satisfiedBorrower for a Swingline Loan.