Common use of Borrowing Procedures Clause in Contracts

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 500,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 100,000 and integral multiple multiples of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 1:00 P.M. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 1:00 p.m. 3:00 P.M. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone (and promptly confirmed in writing) or (B) a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an 100,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the BorrowerLoan Notice. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by either, at the option of the Borrower, by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsfunds or by wire transfer of such funds in accordance with instructions provided by the Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(a) telephone or (b) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 500,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 ARTICLE IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower designated on the books of the Swing Line Lender or by wire transfer in immediately available funds.

Borrowing Procedures. Each Euro Swing Line Borrowing shall be made upon the requesting Euro Borrower’s irrevocable notice to the Euro Swing Line Lender and the Administrative Euro Funding Agent, which may only be given by telephonewritten notice. Each such notice must be received by the Euro Swing Line Lender and the Administrative Euro Funding Agent not later than 9:00 11:00 a.m., Brussels time, on the requested borrowing date, and shall specify (ia) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, EUR 500,000 for a Euro denominated Euro Swing Line Loan and £500,000 for a Sterling denominated Euro Swing Line Loan and (iib) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the written Euro Swing Line Lender and the Administrative Agent of a written Loan Notice of Swing Line Borrowing, shall be appropriately completed and signed by an a Responsible Officer of the requesting Euro Borrower. Promptly after receipt by the Euro Swing Line Lender of any telephonic Notice of written Euro Swing Line BorrowingLoan Notice, the Euro Swing Line Lender will confirm with the Administrative Euro Funding Agent (by telephone or in writing) that the Administrative Agent it has also received such Notice of Euro Swing Line Borrowing Loan Notice and, if not, the Euro Swing Line Lender will notify the Administrative Euro Funding Agent (by telephone or in writing) of the contents thereof. Unless the Euro Swing Line Lender has received notice (by telephone or in writing) from the Global Administrative Agent, Euro Funding Agent (including at the request of any Euro Lender) or any Credit Party prior to 12:00 noon 2:00 p.m. (Brussels time) on the date of the proposed Euro Swing Line Borrowing (Ai) directing the Euro Swing Line Lender not to make such Euro Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 3.5.1 or (Bii) that one or more of the applicable conditions specified in Section 3.02 Article VIII is not then satisfied, then, subject to the terms and conditions hereof, the Euro Swing Line Lender will, not later than 1:00 3:00 p.m. (Brussels time) on the borrowing date specified in such Notice of Euro Swing Line BorrowingLoan Notice, make the amount of its Euro Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsrequesting Euro Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof250,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.06(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Borrower. The Swing Line Lender in immediately available fundsshall not be required to fund any Swing Line Loan to the extent any Revolving Lender is at such time a Defaulting Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the account of the Borrower to be credited with the proceeds of such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the such proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting Borrower. Notwithstanding anything to the account of the Borrower on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Parent Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple 500,000 and whole multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Parent Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Facility Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Parent Borrower, including at its office by crediting the account of the Parent Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Administrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 p.m. (New York City time) (or such later time as the Swing Line Lender shall reasonably determine) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or 100,000 (and any amount in excess thereof shall be an integral multiple of $50,000 in excess thereof25,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the name of the Borrower to which the Swing Line Loan is requested to be made and whether such Borrower is an ETMC Borrower or a Legacy Borrower. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Administrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrowers.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Day and (iii) the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the applicable Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any USD Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Borrowers at its office by crediting the account of the applicable Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice by the Parent Borrower, on its own behalf or on behalf of the U.S. Borrower (each a “Swing Line Borrower”) to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, date and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or 100,000 (and any amount in excess of $100,000 shall be an integral multiple of $50,000 in excess thereof, 50,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the BorrowerLoan Notice. Promptly after receipt by the Swing Line Lender of any telephonic Notice of notice or Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to such Swing Line Borrower. Notwithstanding anything to the Borrower at its office by crediting the account of the Borrower on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a U.S. Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Parent Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon the U.S. Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer Authorized Employee of the U.S. Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any U.S. Revolver Lender) prior to 12:00 noon 11:00 a.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing the Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.4.1(a), or (B) that one or more of the applicable conditions specified in Section 3.02 11.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. promptly on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its U.S. Swing Line Loan available to the U.S. Borrower at its office by crediting the account of the U.S. Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the any Revolving Facility Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.1:00 p.m., Local Time, on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum in an aggregate amount of $250,000 or that is an integral multiple of $50,000 in excess thereofthe Borrowing Multiple and not less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any USD Revolving Facility Lender) prior to 12:00 noon 2:00 p.m., Local Time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 5.05 is not then satisfiedsatisfied or waived (and one or more such conditions are not in fact satisfied or waived), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. 3:00 p.m., Local Time, on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the such Revolving Facility Borrower at its office in immediately available funds either by (i) crediting the account of the such Revolving Facility Borrower on the books of the Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to the Swing Line Lender by such Revolving Facility Borrower.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice to the Administrative Agent as Swing Line Lender must be received not later than 4:30 p.m. on the requested borrowing date, and each such Swing Line Loan Notice to a Swing Line Lender other than the Administrative Agent must be received by the such Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an 100,000 and integral multiple multiples of $50,000 100,000 in excess thereof, thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 3:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 5:30 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 11:00 a.m. (New York time) on the requested borrowing datedate of the proposed Swing Line Borrowing, or at such later time as a Swing Line Lender may agree, and shall specify (i) the date of such Swing Line Borrowing, (ii) the amount to be borrowedof such Swing Line Borrowing, which amount shall be a minimum amount of not less than $250,000 1,000,000 or an integral multiple of $50,000 1,000,000 in excess thereof, and (iiiii) the requested borrowing date, which shall be a Business Dayidentity of the Borrower requesting such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the such Borrower. Promptly after receipt by the such Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the such Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon p.m. (New York time) on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 Article III is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan Advance available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the such Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing (a) Borrower shall be made upon give written notice (each such written notice, a “Notice of Borrowing”) substantially in the Borrower’s irrevocable notice form of Exhibit D to Administrative Agent and each Lender with an applicable Commitment of each proposed borrowing not later than 10:00 a.m. (Chicago time) three Business Days prior to the Swing Line Lender and the Administrative Agent, which may be given by telephoneproposed date of that borrowing. Each such notice will be effective upon receipt by Administrative Agent, will be irrevocable, and must specify the date, amount, Interest Period and Type of borrowing; provided that any borrowing of Term B Loans must be received by the Swing Line Lender at least $5,000,000 and the Administrative Agent not later than 9:00 a.m., on an integral multiple of $100,000. (b) On the requested borrowing date, and each Lender with an applicable Commitment shall specify (i) provide Administrative Agent with immediately available funds, to Administrative Agent’s Account, covering that Xxxxxx’s Pro Rata Share of that borrowing so long as the amount applicable Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to that borrowing have not been satisfied. After Administrative Agent’s receipt of the proceeds of the applicable Loans from Lenders with applicable Commitments, Administrative Agent shall make the proceeds of those Loans available to Borrower on the applicable borrowing date by transferring to Borrower immediately available funds equal to the proceeds received by Administrative Agent. Each Base Rate borrowing must be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be on a Business Day. Each such telephonic notice must be confirmed promptly Lender shall, upon request of Administrative Agent, deliver to Administrative Agent a list of all Loans made by delivery that Xxxxxx, together with all information related thereto as Administrative Agent reasonably requests. Notwithstanding any provision of this Agreement to the Swing Line Lender contrary, Borrower may not request, and the Administrative Agent of a written Notice of Swing Line BorrowingLenders will not be required to fund, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender any borrowing of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) Loan that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, thena SOFR borrowing unless, subject to the terms and conditions hereofas more particularly described in Section 8, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsSOFR is unavailable or unlawful.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone (other than with respect to Swing Line Borrowings denominated in Sterling) or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon Local Time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the any Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the such Swing Line Lender has received notice (by telephone or in writing (other than with respect to Swing Line Borrowings denominated in Sterling, in which case such notice must be in writing)) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. Local Time on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 ARTICLE IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 1:00 4:00 p.m. Local Time on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsapplicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, date of each Swing Line Borrowing and shall specify (i) the principal amount to be borrowed, which amount shall be a minimum amount of $250,000 or 100,000 (and any amount in excess of $100,000 shall be an integral multiple of $50,000 in excess thereof50,000), and (ii) the requested borrowing datedate of the Swing Line Borrowing, which shall be a Business DayDay and (iii) the account of the applicable Borrower to which the proceeds of such Swing Line Borrowing should be credited. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an Authorized Officer of the BorrowerBorrower Representative. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting applicable Borrower. Notwithstanding anything to the account of the Borrower on the books of contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Participating Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower Representative to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in immediately available fundssuch Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans or other applicable share provided for under this Agreement. The Borrowers shall repay to the Swing Line Lender each Defaulting Lender’s portion (after giving effect to Section 2.21(a)(iv)) of each Swing Line Loan promptly following demand by the Swing Line Lender.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Administrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 100,000 (and in integral multiple multiples of $50,000 in excess thereof100,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower to which the funds are to be disbursed. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Administrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 2:30 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrowers.

Borrowing Procedures. The Borrowers shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit D or telephonic notice (followed immediately by a Notice of Borrowing) to the Administrative Agent of each proposed borrowing not later than (a) in the case of a Base Rate borrowing, 11:00 A.M., Chicago time, on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such borrowing. Each Swing Line Borrowing such notice shall be made effective upon the Borrower’s irrevocable notice to the Swing Line Lender and receipt by the Administrative Agent, which may shall be given irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. Not later than 1:00 P.M., Chicago time, on the date of a proposed borrowing, each Lender shall provide the Administrative Agent at the office specified by telephone. Each the Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, so long as the Administrative Agent has not received written notice must be that the conditions precedent set forth in Section 12 with respect to such borrowing have not been satisfied, the Administrative Agent shall pay over the funds received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., to the Borrowers on the requested borrowing date. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent its respective share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Section and shall specify may, in reliance upon such assumption, make available to the respective Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest hereon, for each day from and including the date such amount is made available to the relevant Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to be borrowedthe Administrative Agent, which then such amount shall constitute such Lender’s Loan included in such borrowing. Each borrowing shall be on a minimum Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $250,000 or 1,000,000 and an integral multiple of $50,000 in excess thereof500,000, and (ii) the requested each LIBOR borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by in an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the aggregate amount of its Swing Line Loan available to the Borrower at its office by crediting the account least $5,000,000 and an integral multiple of the Borrower on the books of the Swing Line Lender in immediately available fundsat least $1,000,000.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 100,000, or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerBorrower or any other individual designated by the Borrower in writing to the Swing Line Lender and the Administrative Agent (together with an incumbency certification for such individual). Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each (i) At any time an Autoborrow Agreement is not in effect, each Swing Line Borrowing shall be made upon the Applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 2:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office Applicable Borrower. (ii) In order to facilitate the borrowing of Swing Line Loans, the Revolving Borrowers and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swing Line Lender (the “Autoborrow Agreement”) providing for the automatic advance by crediting the account Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swing Line Borrowings shall be made in accordance with the Autoborrow Agreement; provided that any automatic advance made by Bank of America in reliance of the Borrower on Autoborrow Agreement shall be deemed a Swing Line Loan as of the books time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Outstanding Amount under the Aggregate Revolving Credit Commitments at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the amount of the Swing Line Sublimit. For purposes of any Swing Line Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the Autoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swing Line Lender in immediately available fundshereunder.

Borrowing Procedures. Each Borrowing of Dutch Swing Line Borrowing Loans shall be made upon the Dutch Borrower’s irrevocable notice to the Dutch Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Dutch Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by telephonedelivery to the Dutch Swing Line Lender and the Administrative Agent of a Dutch Swing Line Loan Notice. Each such notice must be received by the Dutch Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Dutch Swing Line Lender of any telephonic Notice of Dutch Swing Line BorrowingLoan Notice, the Dutch Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Dutch Swing Line Borrowing Loan Notice and, if not, the Dutch Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Dutch Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Borrowing of Dutch Swing Line Borrowing Loans (A) directing the Dutch Swing Line Lender not to make such Dutch Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.16(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Dutch Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Dutch Swing Line BorrowingLoan Notice, make the amount of its Dutch Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsDutch Borrower.

Borrowing Procedures. Each Swing Line Borrowing (a) Notwithstanding anything contained herein to the contrary, (i) the Borrower shall be made upon entitled to no more than one advance (the Borrower’s irrevocable "Advance") of the Term Loans hereunder, (ii) the Advance shall be in an amount equal to or less than the Maximum Committed Amount and (iii) to the extent the Borrower has not requested the Advance on or before February 28, 2003, this Note and the Lenders' respective obligations and commitments to make the Term Loans shall automatically terminate without notice to the Swing Line Lender Borrower; provided, however, that Borrower shall remain responsible for payment of all costs and expenses incurred by the Administrative Agent, which may be given by telephoneAgent in accordance with Sections 5.01(l) and 11.04 hereof and for all applicable fees due and owing pursuant to the terms hereof. Each such notice must be received by the Swing Line Lender and The Borrower shall submit an appropriate Loan Notice to the Administrative Agent not later than 9:00 a.m.11:00 A.M. (Charlotte, North Carolina time) on the requested borrowing date, and shall specify Business Day most nearly preceding the date on which it desires to receive the Advance (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which date shall be a Business Day). Each Such Loan Notice shall be irrevocable, shall specify the amount of the advance requested and the date on which it request the Advance to be made and shall contain certifications of an Responsible Officer of the Borrower stating that each of the conditions set forth in Section 5.01 hereof for the making of the Advance have been satisfied as of the date of such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and requested Advance. (b) Following receipt of a Loan Notice, the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer shall promptly notify each Lender of the Borrower. Promptly after receipt by amount of its Pro Rata Share of the Swing Line Advance requested therein and each Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with shall make an its Term Loan (in an amount not to exceed such Lender's Commitment) available to the Administrative Agent (by telephone or in writing) that immediately available funds at the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, Agent's Office not later than 1:00 p.m. on the borrowing date Business Day specified in such Notice the applicable Loan Notice. Upon satisfaction of Swing Line Borrowingthe applicable conditions set forth in Section 5.01, the Administrative Agent shall make the amount of its Swing Line Loan all funds so received available to the Borrower at its office in like funds as received by crediting the account Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Borrower on Administrative Agent by the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received (A) telephone or (B) by the a Swing Line Lender and the Administrative Agent not later than 9:00 a.m., on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date (or such later time as shall be acceptable to the Administrative Agent and the Swing Line Lender in their sole discretion), and shall specify (i) the amount to be borrowed, which shall be a minimum of One Hundred Thousand and No/100 Dollars ($100,000.00), and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lenderthe Required Lenders) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each In order to request a Swing Line Borrowing Loan, the Borrower Representative shall be made upon the Borrower’s irrevocable give to Agent a notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 2:00 p.m. on the requested borrowing date, and shall specify (i) day of the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing dateproposed Borrowing, which shall be made in a writing or in an Electronic Transmission substantially in the form of Exhibit 1.1(c) or in a writing in any other form acceptable to Agent duly completed (a “Swingline Request”), provided, that any Swingline Request received after 2:00 p.m. may, in the Agent’s discretion, be deemed to be received on the next Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written In addition, if any Notice of Swing Line Borrowing, appropriately completed and signed by an Officer Borrowing of the Borrower. Promptly after receipt by the Swing Line Lender Revolving Loans requests a Borrowing of any telephonic Notice of Swing Line BorrowingBase Rate Loans, the Swing Line Swingline Lender will confirm with may (except during the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon period commencing on the date of first Business Day after it receives notice from Agent or the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) Required Lenders that one or more of the applicable conditions specified precedent contained in Section 3.02 is 2.2 are not then satisfiedsatisfied and ending when such conditions are satisfied or duly waived), thennotwithstanding anything else to the contrary herein, make a Swing Loan to the Borrowers in an aggregate amount not to exceed the lesser of (x) its Swingline Commitment or (y) such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the terms and conditions hereofof this Agreement, the Swingline Lender may make a Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office Borrowers by crediting making the account of proceeds thereof available to Agent and, in turn, Agent shall make such proceeds available to the Borrower Borrowers not later than 5:00 p.m. on the books date of the Swing Line Lender in immediately available fundssuch Swingline Request or Notice of Borrowing.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the U.S. Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an and in integral multiple multiples of $50,000 in excess thereof, thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the U.S. Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 2:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the U.S. Borrower at its office by crediting the account of the U.S. Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.2:00 p.m. New York, New York time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 100,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender Administrative Agent of any telephonic Notice of Swing Line BorrowingLoan Notice, the Administrative Agent will notify the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of such Swing Line Loan Notice and the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:30 p.m. New York, New York time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.15(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. New York, New York time on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 500,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the such Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 4:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lenders and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender Lenders and the Administrative Agent not later than 9:00 a.m.2:00 p.m., New York City time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender Lenders of any telephonic Notice of Swing Line BorrowingLoan Notice, the each Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the each Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 3:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.17(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 1:00 p.m. 3:00 p.m., New York City time, on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books ratable portion of the Swing Line Loan to be made by such Swing Line Lender (such ratable portion to be calculated based upon such Swing Line Lender’s Revolving Commitment (in immediately its capacity as a Revolving Lender) to the total Revolving Commitments of all of the Swing Line Lenders (in their respective capacities as Revolving Lenders)) available fundsto the Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone for a borrowing in Dollars or by facsimile for a borrowing in Canadian Dollars. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 100,000 or an integral multiple the equivalent amount in Canadian Dollars as of $50,000 in excess thereofthe requested date of borrowing with the Spot Exchange Rate to be calculated as of such requested date of borrowing, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an Authorized Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.4(a), or (B) that one or more of the applicable conditions specified in Section 3.02 3 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. (New York City time) on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 500,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 1:00 P.M. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 1:00 p.m. 3:00 P.M. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Principal Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Principal Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender (A) has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A1) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B2) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, or (B) has, prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing, notified the Borrowers that it has elected, in its discretion, not to fund the requested Swing Line Borrowing, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Borrowers. The Swing Line Lender in immediately available fundsshall not be required to fund any Swing Line Loan to the extent there is a then-existing default of any Lender’s obligations to fund under any provision hereof or any Lender is at such time an Impacted Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing of Swingline Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice of Swing Line BorrowingSwingline Loan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing Swingline Loan (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 1:00 3:00 p.m. (New York City time) on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 500,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower designated on the books of the Swing Line Lender in immediately available funds. If the Swing Line Lender elects in its sole discretion not to make a Swing Line Loan, the Borrower’s Swing Line Loan Notice will be deemed to be a requested Borrowing of Base Rate Loans under Section 2.02; provided, that, that if such Swing Line Notice was delivered after 10:00 a.m. on the date the Swing Line Loan is requested, the deemed notice of a Borrowing of Base Rate Loans shall be deemed to have been delivered at 9:00 a.m. on the immediately succeeding Business Day.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent in the form of Exhibit A-3, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.3:00 p.m., New York time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingBorrowing Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingBorrowing Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Borrowing Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 4:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. 4:00 p.m., New York time, on the borrowing date specified in such Notice of Swing Line BorrowingBorrowing Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of U.K. Swing Line Borrowing Loans shall be made upon the U.K. Borrower’s irrevocable written notice to the U.K. Swing Line Lender and the Administrative Agent, which shall be signed by a Responsible Officer of the U.K. Borrower and which may be given by telephonefacsimile. Each such notice must be received by the U.K. Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 11:00 a.m. (London time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an £150,000 and integral multiple multiples of $50,000 £100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic facsimile notice must be confirmed promptly by delivery of the original executed notice to the U.K. Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereofLender. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 1:00 p.m. (London time) on the date of the proposed Borrowing of U.K. Swing Line Borrowing Loans (A) directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.18(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender will, not later than 1:00 2:00 p.m. (London time) on the borrowing date specified in such Notice of U.K. Swing Line BorrowingLoan Notice, make the amount of its U.K. Swing Line Loan available to the U.K. Borrower at its office by crediting the account of the U.K. Borrower on the books of the U.K. Swing Line Lender (or otherwise transfer such amounts per the U.K. Borrower’s payment instructions) in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Administrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 100,000 (and in integral multiple multiples of $50,000 in excess thereof100,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower to which the funds are to be disbursed. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Administrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 2:30 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrowers.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereofU.S.$500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lender and the Administrative Agent of a written Notice of U.S. Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerCompany. Promptly after receipt by the U.S. Swing Line Lender of any telephonic Notice of U.S. Swing Line BorrowingLoan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of U.S. Swing Line Borrowing Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Tranche 1 Lender) prior to 12:00 noon 11:00 a.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing the U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 1:00 p.m. 12:00 noon on the borrowing date specified in such Notice of U.S. Swing Line BorrowingLoan Notice, make the amount of its U.S. Swing Line Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the U.S. Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 11:00 a.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 12:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon (Central time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 1,000,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 1:00 p.m. (Central time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 2:00 p.m. (Central time) on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing Loan shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent (a “Swing Line Loan Notice”), which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.11:00 a.m. Houston, Texas time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, borrowed and (ii) the requested borrowing date, which shall be a Business Day. The Borrower shall pay to the Swing Line Lender the aggregate outstanding principal amount of all Swing Line Loans on the last Business Day of each calendar month (which payment may be made with a Loan as provided in Section 2.09(c)(i) below) (the “Repayment Date”), which Repayment Date shall in no event be later than the Maturity Date. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an Officer of the Borrowera Responsible Officer. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 11:00 a.m. Houston, Texas time on the date of the proposed Swing Line Borrowing Loan (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.09(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Sections 6.01 or 6.02 hereof is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. promptly on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000 but not to exceed the Swing Line Sublimit, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not 44 then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower shall notify the Administrative Agent in writing not later than 12:00 Noon (Central time) on the date of each requested Borrowing, specifying the date and amount of the Borrowing. Such notice shall be made upon submitted via the Administrative Agent’s online automatic request system or in the form of the Request for Advance and shall be certified by the President or Treasurer (or such other authorized Person as the Borrower directs from time to time) of the Borrower . Each request for a Borrowing pursuant to this Section 2.3 shall be irrevocable and binding on the Borrower’s irrevocable notice . Notwithstanding the obligation of the Borrower to send written confirmation of a Request for Advance, in the event that the Administrative Agent agrees to accept a Request for Advance made by telephone, such telephonic request shall be binding on the Borrower whether or not written confirmation is sent by the Borrower or requested by the Administrative Agent. The Administrative Agent may act prior to the Swing Line receipt of any requested written confirmation, without any liability whatsoever, based upon telephonic notice believed by the Administrative Agent in good faith to be from the Borrower or its agents. The Administrative Agent’s records of the terms of any telephonic requests for Advances shall be conclusive on the Borrower in the absence of gross negligence or willful misconduct on the part of the Administrative Agent in connection therewith. (b) The Administrative Agent shall give to each Lender and prompt notice (but in no event later than 1:00 P.M. (Central time) on the date of the Administrative Agent’s receipt of notice from Borrower) of each Request for Advance by facsimile, telephone, e-mail or other form of transmission. No later than 3:00 P.M. (Central time) on the date on which a Borrowing is requested to be made pursuant to the applicable Request for Advance, each Lender will make available to the Administrative Agent, which in immediately available funds, its Commitment Percentage of such Borrowing requested to be made. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent as required above and the Administrative Agent may, in reliance upon such assumption, make available the amount of the Borrowing to be given provided by telephonesuch Lender. Each Upon fulfillment of the conditions set forth in Sections 2.3(a) and 7.2 of this Agreement for such Borrowing, and as soon as practicable after receipt of funds from the Lenders (but in any event not later than 2:00 P.M. (Central time)) the Administrative Agent will make such funds as have been received from the Lenders available to the Borrower in the Designated Disbursement Account agreed to by the Administrative Agent and the Borrower. (c) To administer the Loan in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, the Lenders hereby instruct the Administrative Agent, and the Administrative Agent may (in its sole discretion, without any obligation) (i) make available, on behalf of the Lenders, the full amount of all Borrowings requested by the Borrowers, without giving each Lender prior notice must of the proposed Borrowing, of such Lender’s Commitment Percentage thereof and the other matters covered by the Request for Advance and (ii) if the Administrative Agent has made any such amounts available as provided in clause (i), upon repayment of the Loans by the Borrower, first apply such amounts repaid directly to the amounts made available by the Administrative Agent in accordance with clause (i) and not yet settled as described below. If the Administrative Agent advances a Borrowing on behalf of the Lenders, as provided in the immediately preceding sentence, the amount of outstanding Loans and each Lender’s Commitment Percentage thereof shall be computed weekly rather than daily and shall be adjusted upward or downward on the basis of the amount of outstanding Loans as of 5:00 P.M. (Central time) on the Business Day immediately preceding the date of each computation; provided, however, that the Administrative Agent retains the absolute right at any time or from time to time to make the afore-described adjustments at intervals more frequent than weekly. The Administrative Agent shall deliver to each of the Lenders at the end of each week, or such lesser period or periods as the Administrative Agent shall determine, a summary statement of the amount of outstanding Loans for such period (such week or lesser period or periods being hereafter referred to as a “Settlement Period”). If the summary statement is sent by the Administrative Agent and received by the Swing Line Lenders prior to 12:00 Noon (Central time) on any Business Day each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 P.M. (Central time) on the day such summary statement was sent; and if such summary statement is sent by the Administrative Agent and received by the Lenders after 12:00 Noon (Central time) on any Business Day, each Lender shall make such transfers no later than 3:00 P.M. (Central time) the next succeeding Business Day after such summary statement was sent. If in any Settlement Period, the amount of a Lender’s Commitment Percentage of the Loans is in excess of the amount of Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to the Administrative Agent by wire transfer in immediately available funds the amount of such excess; and, on the other hand, if the amount of a Lender’s Commitment Percentage of the Loans in any Settlement Period is less than the amount of Loans actually funded by such Lender, the Administrative Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each Lender to transfer such funds shall be irrevocable and unconditional, without recourse to or warranty by the Administrative Agent and made without setoff or deduction of any kind. Each of the Administrative Agent and the Lenders agree to xxxx their respective books and records at the end of each Settlement Period to show at all times the dollar amount of their respective Commitment Percentages of the outstanding Loans. Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Loans prior to the time when the Lenders will actually advance and/or be repaid Loans, interest with respect to Loans shall be allocated by the Administrative Agent to each Lender (including the Administrative Agent) in accordance with the amount of Loans actually advanced by and repaid to each Lender (including the Administrative Agent) during each Settlement Period and shall accrue from and including the date such Borrowing is advanced by the Administrative Agent to but excluding the date such Loans are repaid by the Borrower or actually settled by the applicable Lender as described in this Section 2.3(c). All such Borrowings advanced by the Administrative Agent on behalf of the Lenders hereunder shall bear interest at the interest rate applicable hereunder for Loans. Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Section 2.1 of this Agreement, on outstanding Loans which it has funded to the Administrative Agent from the date such Lender funded such Loans to, but excluding, the date on which such Lender is repaid with respect to such Loans. (d) If the amounts described in subsection (b) or (c) of this Section 2.3 are not in fact made available to the Administrative Agent by a Defaulting Lender and the Administrative Agent has made such amount available to Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than 9:00 a.m.two (2) Business Days after such demand) pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, on the requested borrowing date, and shall specify (i) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to be borrowedthe Borrower to the date such corresponding amount is recovered by the Administrative Agent, which amount shall be at a minimum amount rate per annum equal to either (A) if paid by such Defaulting Lender, the Federal Funds Rate or (B) if paid by the Borrower, the then applicable rate of $250,000 or an integral multiple interest, calculated in accordance with Section 2.1 of $50,000 in excess thereofthis Agreement, and plus (ii) the requested borrowing datein each case, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery an amount equal to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent costs (including at the request of any Lenderreasonable legal expenses) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan and losses incurred as a result of the limitations set forth failure of such Defaulting Lender to provide such amount as provided in this Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the first proviso to Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the first sentence of Section 2.03(a) or (B) that one or more right of the applicable conditions specified in Section 3.02 is Borrowers to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (ii) above on account of such Defaulting Lender’s default. (e) The failure of any Lender to make its portion of the Borrowing to be made by it as part of any advance shall not then satisfiedrelieve any other Lender of its obligation, thenif any, subject hereunder to advance its portion of the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. Borrowing on the borrowing date specified in of such Notice of Swing Line Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the amount portion of its Swing Line Loan available a Borrowing to the Borrower at its office be made by crediting the account of the Borrower such other Lender on the books date of the Swing Line any Borrowing. The amounts payable by each Lender in immediately available fundsshall be a separate and independent obligation.

Borrowing Procedures. Each Borrowing (other than a Borrowing of Swing Line Borrowing Loans) shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received (A) telephone or (B) a Notice of Borrowing (including by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 e-mail or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such facsimile); provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingBorrowing not later than (i) 1:00 p.m. on the same Business Day, appropriately completed in the case of a Borrowing of Base Rate Loans, and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writingii) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent 12:00 noon three (by telephone or in writing3) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) Business Days prior to 12:00 noon on the date of the proposed Swing Line Borrowing, in the case of a Borrowing of SOFR Rate Loans; provided, however, that if the Borrower wishes to request SOFR Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period” the applicable Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of the proposed Borrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days prior to the requested date of such Borrowing, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all Lenders and the Administrative Agent. Each Notice of Borrowing by the Borrower shall specify (A) directing the Swing Line Lender not to make date of such Swing Line Loan as proposed Borrowing, which shall be a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or Business Day, (B) that one or more the aggregate amount of such proposed Borrowing, (C) the Type of the applicable conditions specified in Section 3.02 is not then satisfiedproposed Borrowing, then, (D) the initial Interest Period or Interest Periods for any such SOFR Rate Loans and (E) with respect to any Borrowing the proceeds of which will be used to fund a Restricted Payment subject to the terms satisfaction of the Payment Conditions, an additional solvency representation and conditions hereofwarranty of Holdings and its Restricted Subsidiaries (taken as a whole) after giving effect to such Borrowing and the use of proceeds thereof. If the Borrower requests a Borrowing of SOFR Rate Loans but fails to specify an Interest Period, the Swing Line Lender willBorrower shall be deemed to have specified an Interest Period of one month’s duration. Each Borrowing of Base Rate Loans, not later than 1:00 p.m. on the borrowing date specified or SOFR Rate Loans shall, in such Notice of Swing Line Borrowingeach case, make the be in an aggregate amount of its Swing Line Loan available to the Borrower at its office by crediting the account not less than $500,000 or an integral multiple of the Borrower on the books of the Swing Line Lender $100,000 in immediately available fundsexcess thereof.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBGI’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. (Eastern time) on the proposed Drawdown Date, or in the case of a Foreign Swing Line Loan, (x) not later than 11:00 a.m. (London time) on the proposed Drawdown Date for any Foreign Swing Line Borrowing requested borrowing datein Euros or Sterling and (y) not later than 3:00 p.m. (London time) one (1) Business Day prior to the proposed Drawdown Date for any Foreign Swing Line Borrowing requested in Swiss Francs or Dollars, and in the case of all Swing Line Borrowings, each such notice shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Request, appropriately completed and signed by an a Responsible Officer of BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the Borrowercase may be. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Request, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of either Section 2.03(a2.09(a)(i) or (ii), as applicable, or (B) that one or more of the applicable conditions specified in Section 3.02 Article 11 or Article 12 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Request, make the amount of its Swing Line Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent pursuant to a Swing Line Loan Notice, which Swing Line Loan Notice may be given by telephonetelephonetelephonic or written. Each such notice noticeSwing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 500,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice by the Borrower Agent pursuant to this Section 2.05(b) must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given in writing or by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 9:00 a.m., 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof15,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice of Swing Line BorrowingSwingline Loan Notice, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date time of funding of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) ), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 1:00 5:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting Borrower; provided that if any Lender is a Defaulting Lender on the account date the Swingline Loan is made, the Swingline Lender shall not advance that portion of the Borrower on requested Swingline Loan that is equal to the books Applicable Percentage of such Defaulting Lender (except to the Swing Line extent such Defaulting Lender in immediately available fundshas provided Cash Collateral therefor pursuant to Section 2.16).

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 9:00 a.m.12:00 noon, New York time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 100,000 and integral multiple multiples of $50,000 25,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an Officer of the Borrowera Responsible Officer. Promptly after receipt by the applicable Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 1:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.02, or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 1:00 p.m. 2:00 p.m., New York time, on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the such Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice of Swing Line BorrowingSwingline Loan Notice, appropriately completed and signed by an a Responsible Officer of the applicable Borrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. (New York City time) on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 1:00 3:00 p.m. (New York City time) on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the applicable Borrower at its office by crediting the account of the applicable Borrower on the books of the Swing Line Swingline Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company's or a Designated Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.12:00 noon, New York time for North American currencies, London time for European currencies or Tokyo time for Asian currencies, Australian Dollars or New Zealand Dollars, as applicable, on the requested borrowing dateBorrowing date for Dollars, on the date two Business Days prior to the requested Borrowing date for euros and on the date four Business Days prior to the requested Borrowing date for all other Letter of Credit and Swing Line Offshore Currency, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of the Dollar Equivalent Amount of $250,000 or an 500,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) whether such Swing Line Loan is to be advanced in Dollars or in a Letter of Credit and Swing Line Offshore Currency, and, if in a Letter of Credit and Swing Line Offshore Currency, the applicable Letter of Credit and Swing Line Offshore Currency, and (iii) the requested borrowing Borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an Officer a Responsible Officer; provided that the lack of such prompt confirmation shall not affect the Borrowerconclusiveness or binding effect of such telephonic notice. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 1:00 p.m., New York time for North American currencies, London time for European currencies or Tokyo time for Asian currencies, Australian Dollars or New Zealand Dollars, as applicable, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.06(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. 2:00 p.m., New York time for North American currencies, London time for European currencies or Tokyo time for Asian currencies, Australian Dollars or New Zealand Dollars, as applicable, on the borrowing Borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Company or the applicable Designated Borrower at its office by crediting the account of the Company or such Designated Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowedborrowed and the Revolving Facility under which such borrowing is to occur, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice of Swing Line BorrowingSwingline Borrowing Request, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan request, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Swingline Loan request and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Borrowing Request, (x) make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on specified in such Swingline Borrowing Request and (y) notify the books Administrative Agent of the Swing Line Lender in immediately available fundssuch Swingline Borrowing.

Borrowing Procedures. Each Borrowing of Domestic Swing Line Borrowing Loans shall be made upon the applicable Borrower’s or Borrowers’ irrevocable notice to the applicable Domestic Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Domestic Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 2:00 p.m. on the requested borrowing date, and shall specify (i) the Borrower or Borrowers therefor, (ii) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (iiiii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and the Administrative Agent of a written Notice of Domestic Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer or duly authorized signatory of the applicable Borrower. Promptly after receipt by the applicable Domestic Swing Line Lender of any telephonic Notice of Domestic Swing Line BorrowingLoan Notice, the applicable Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Domestic Swing Line Borrowing Loan Notice and, if not, the applicable Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Domestic Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of or any Lender) Revolving Lender prior to 12:00 noon 3:00 p.m. on the date of the proposed Borrowing of Domestic Swing Line Borrowing Loans (A) directing the applicable Domestic Swing Line Lender not to make such Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.01(c), or (B) that one or more of the applicable conditions specified in Section 3.02 5.02 is not then satisfied, then, subject to the terms and conditions hereof, the applicable Domestic Swing Line Lender will, not later than 1:00 3:30 p.m. on the borrowing date specified in such Notice of Domestic Swing Line BorrowingLoan Notice, make the amount of its Domestic Swing Line Loan available to the such Borrower at its office by (i) crediting the account of the such Borrower on the books of the applicable Domestic Swing Line Lender in immediately available Same Day Funds, or (ii) wire transfer of such funds, in each case in accordance with reasonably acceptable instructions provided to the applicable Domestic Swing Line Lender by such Borrower or Borrowers.

Borrowing Procedures. Each Swing Line Borrowing (i) The Borrower shall be made upon the Borrower’s give irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each , not later than 11:00 a.m. (or such notice must be received by the Swing Line Lender and later time as the Administrative Agent not later than 9:00 a.m., and the Borrower shall agree) (A) on the requested borrowing dateClosing Date, with respect to the portion of the Term Loan initially consisting of a Base Rate Loan, or (B) on the third Business Day prior to the Closing Date, with respect to the portion of the Term Loan initially consisting of one or more Eurodollar Rate Loans. Each Term Loan Borrowing consisting of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof. Each portion of the Term Loan consisting of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Such Loan Notice shall be irrevocable and shall specify (iA) that the amount to be borrowedfunding of the Term Loan is requested, which amount (B) whether the funding of the Term Loan shall be comprised of Base Rate Loans, Eurodollar Rate Loans or a minimum amount of $250,000 or an integral multiple of $50,000 in excess combination thereof, and (iiC) if applicable, the requested borrowing dateduration of the Interest Period with respect thereto. If the Borrower shall fail to deliver such Loan Notice to the Administrative Agent by 11:00 a.m. on the third Business Day prior to the Closing Date, which then the full amount of the Term Loan shall be disbursed on the Closing Date as a Business DayBase Rate Loan. If the Borrower fails to specify a Type of Loan in a Loan Notice, then the Term Loan shall be made as a Base Rate Loan. If the Borrower requests that the Term Loan or a portion thereof consist of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Each such telephonic notice by the Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after . (ii) Following receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowinga Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (shall promptly notify each Lender of the amount of its Term Loan Percentage of the Term Loan. Each Lender shall make the amount of the Term Loan to be made by telephone or in writing) that such Lender available to the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify in immediately available funds at the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon Agent's Office not later than 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more Closing Date. Upon satisfaction of the applicable conditions specified set forth in Section 3.02 is not then satisfied, then, subject to the terms 5.01 and conditions hereofSection 5.02, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, Administrative Agent shall make the amount of its Swing Line Loan all funds so received available to the Borrower at its office in like funds as received by the Administrative Agent either by (A) crediting the account of the Borrower on the books of Bank of America with the Swing Line Lender amount of such funds or (B) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (iii) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for the portion of the Term Loan bearing interest based upon Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that any portion of the Term Loan bearing interest based upon Base Rate is outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the `public announcement of such change.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBGI’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. (Eastern time) on the proposed Drawdown Date, or in the case of a Foreign Swing Line Loan, (x) not later than 11:00 a.m. (London time) on the proposed Drawdown Date for any Foreign Swing Line Borrowing requested borrowing datein Euros or Sterling and (y) not later than 3:00 p.m. (London time) one (1) Business Day prior to the proposed Drawdown Date for any Foreign Swing Line Borrowing requested in Swiss Francs or Dollars, and in the case of all Swing Line Borrowings, each such notice shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Request, appropriately completed and signed by an a Responsible Officer of BGI, Xxxxxx Germany, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the Borrowercase may be. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Request, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) DB3/ 204224713.6 of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(aeither §2.9.1(a) or (b), as applicable, or (B) that one or more of the applicable conditions specified in Section 3.02 §00 xx §00 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Request, make the amount of its Swing Line Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Administrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 100,000 (and in integral multiple multiples of $50,000 in excess thereof100,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower to which the funds are to be disbursed. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Administrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 2:30 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrowers.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 100,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing (i) To request the Borrowing, the Borrower shall be made upon the Borrower’s irrevocable notice deliver to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.an irrevocable Borrowing Request in the form of Exhibit A, on appropriately completed, which Borrowing Request specifies: (A) the aggregate amount of the requested borrowing date, and shall specify Borrowing; (iB) the amount to be borrowed, which amount shall be a minimum amount proposed date of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing datesuch Borrowing, which shall be a Business Day; and (C) the initial Interest Period to be applicable thereto. Each such telephonic notice The Borrowing Request must be confirmed promptly received by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowingnot later than 11:00 a.m., appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLondon time, the Swing Line Lender will confirm with the Administrative Agent three (by telephone or in writing3) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on Business Days before the date of the proposed Swing Line Borrowing and not earlier than 11:00 a.m., London time, seven (A7) directing Business Days before the Swing Line Lender not to make such Swing Line Loan as a result date of the limitations set forth proposed Borrowing. (ii) Promptly following receipt of a Borrowing Request in accordance with this Section 2.1 of this Agreement, the first proviso Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York time, to the first sentence account of Section 2.03(a) or (B) that one or more the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction of the applicable conditions specified set forth in Section 3.02 is not then satisfiedArticle IV, then, subject the Administrative Agent will make such Loans available to the terms and conditions hereofBorrower by 2:00 p.m., New York time by wire transfer of such funds, in accordance with instructions reasonably acceptable to the Administrative Agent provided by the Borrower. (iii) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Swing Line Administrative Agent may assume that such Lender willwill make such amount available to the Administrative Agent on such date in accordance with Section 2.1(b)(ii) of this Agreement and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If a Lender has not later than 1:00 p.m. in fact made its share of the applicable Borrowing available to the Administrative Agent, such Lender shall forthwith pay to the Administrative Agent on demand such corresponding amount with interest thereon, for each day from and including the borrowing date specified in such Notice amount is made available to the Borrower to but excluding the date of Swing Line payment to the Administrative Agent, at the Federal Funds Rate. If such Lender does not pay such amount within three (3) Business Days after the date of such Borrowing, the Administrative Agent may make a demand therefor from the Borrower, and the Borrower shall, without limitation of the Borrower's rights against the defaulting Lender, pay such amount of its Swing Line Loan to the Administrative Agent, together with interest thereon from the date such amount was made available to the Borrower at its office by crediting the account interest rate per annum applicable to the Loans advanced on the date of such Borrowing. A notice of the Administrative Agent submitted to any Lender or the Borrower on with respect to any amounts owing under this paragraph shall be conclusive in the books absence of demonstrable error. (iv) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Swing Line Lenders are several and no Lender in immediately available fundsshall be responsible for any other Lender's failure to make any Loan as required herein.

Borrowing Procedures. Each Swing Line Borrowing Request shall be made subject to the following procedures: (a) other than the initial Advance, which shall be funded on or before ten (10) days following the date hereof, each Advance shall be made upon the Borrower’s 's irrevocable written notice delivered to the Swing Line Lender and Administrative Agent in the Administrative Agent, form of a Borrowing Request duly completed; which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.prior to 11:00 a.m. (New York, on New York time) fifteen (15) Business Days prior to the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount date of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed Advance supported by an Officer AFE together with any necessary technical analyses, reports and data supporting the merits of the Borrower. Promptly after receipt by the Swing Line Lender such proposed operation for written approval of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or unless the applicable time for responding to an AFE under an associated operating agreement is less than 15 days, in writingwhich case Borrower shall provide to Lenders as much time as is reasonably practicable); (b) that each Borrowing Request shall specify the amount of the Advance; (c) the Administrative Agent has also received will promptly notify each Lender (in no event later than five (5) Business Days prior to the requested date of such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writingAdvance) of the contents thereof. Unless amount of such Lender's Pro Rata Percentage of that Advance and such Borrowing Request shall not thereafter be revocable by the Swing Line Lender has received notice Borrower; and ________________________________________________________________________________ 14 (by telephone or in writingd) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of provided the applicable conditions specified in Section 3.02 is not then satisfiedARTICLE 3 are met, then, subject to the terms and conditions hereof, the Swing Line each Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, will make the amount of its Swing Line Loan Pro Rata Percentage of each Advance available to the Borrower at its office by crediting Administrative Agent for the account of the Borrower at the Administrative Agent's Payment Office by 12:30 p.m. (New York, New York time) on the books of date requested by the Swing Line Lender Borrower in funds immediately available fundsto the Administrative Agent. The proceeds of all such Advances will then be wire transferred to the Borrower pursuant to written instructions given to the Administrative Agent by the Borrower.

Borrowing Procedures. Each Swing Line Borrowing Loan shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 P.M. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Request, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.08(a), or (Bb) that one or more of the applicable conditions specified in Section 3.02 Article III is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 500,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower shall notify the Administrative Agent in writing not later than 12:00 Noon (Central time) on the date of each requested Borrowing, specifying the date and amount of the Borrowing. Such notice shall be made upon submitted via the Administrative Agent’s online automatic request system or in the form of the Request for Advance and shall be certified by the President or Treasurer (or such other authorized Person as the Borrower directs from time to time) of the Borrower’s . Each request for a Borrowing pursuant to this Section 2.3 shall be irrevocable notice and binding on the Borrower. Notwithstanding the obligation of the Borrower to send written confirmation of a Request for Advance, in the event that the Administrative Agent agrees to accept a Request for Advance made by telephone, such telephonic request shall be binding on the Borrower whether or not written confirmation is sent by the Borrower or requested by the Administrative Agent. The Administrative Agent may act prior to the Swing Line receipt of any requested written confirmation, without any liability whatsoever, based upon telephonic notice believed by the Administrative Agent in good faith to be from the Borrower or its agents. The Administrative Agent’s records of the terms of any telephonic requests for Advances shall be conclusive on the Borrower in the absence of gross negligence or willful misconduct on the part of the Administrative Agent in connection therewith. (b) The Administrative Agent shall give to each Lender and prompt notice (but in no event later than 1:00 P.M. (Central time) on the date of the Administrative Agent’s receipt of notice from Borrower) of each Request for Advance by facsimile, telephone, e‑mail or other form of transmission. No later than 3:00 P.M. (Central time) on the date on which a Borrowing is requested to be made pursuant to the applicable Request for Advance, each Lender will make available to the Administrative Agent, which in immediately available funds, its Commitment Percentage of such Borrowing requested to be made. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent as required above and the Administrative Agent may, in reliance upon such assumption, make available the amount of the Borrowing to be given provided by telephonesuch Lender. Each Upon fulfillment of the conditions set forth in Sections 2.3(a) and 7.2 of this Agreement for such Borrowing, and as soon as practicable after receipt of funds from the Lenders (but in any event not later than 2:00 P.M. (Central time)) the Administrative Agent will make such funds as have been received from the Lenders available to the Borrower in the Designated Disbursement Account agreed to by the Administrative Agent and the Borrower. (c) To administer the Loan in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, the Lenders hereby instruct the Administrative Agent, and the Administrative Agent may (in its sole discretion, without any obligation) (i) make available, on behalf of the Lenders, the full amount of all Borrowings requested by the Borrower, without giving each Lender prior notice must of the proposed Borrowing, of such Lender’s Commitment Percentage thereof and the other matters covered by the Request for Advance and (ii) if the Administrative Agent has made any such amounts available as provided in clause (i), upon repayment of the Loans by the Borrower, first apply such amounts repaid directly to the amounts made available by the Administrative Agent in accordance with clause (i) and not yet settled as described below. If the Administrative Agent advances a Borrowing on behalf of the Lenders, as provided in the immediately preceding sentence, the amount of outstanding Loans and each Lender’s Commitment Percentage thereof shall be computed weekly rather than daily and shall be adjusted upward or downward on the basis of the amount of outstanding Loans as of 5:00 P.M. (Central time) on the Business Day immediately preceding the date of each computation; provided, however, that the Administrative Agent retains the absolute right at any time or from time to time to make the afore- described adjustments at intervals more frequent than weekly. The Administrative Agent shall deliver to each of the Lenders at the end of each week, or such lesser period or periods as the Administrative Agent shall determine, a summary statement of the amount of outstanding Loans for such period (such week or lesser period or periods being hereafter referred to as a “Settlement Period”). If the summary statement is sent by the Administrative Agent and received by the Swing Line Lenders prior to 12:00 Noon (Central time) on any Business Day each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 P.M. (Central time) on the day such summary statement was sent; and if such summary statement is sent by the Administrative Agent and received by the Lenders after 12:00 Noon (Central time) on any Business Day, each Lender shall make such transfers no later than 3:00 P.M. (Central time) the next succeeding Business Day after such summary statement was sent. If in any Settlement Period, the amount of a Lender’s Commitment Percentage of the Loans is in excess of the amount of Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to the Administrative Agent by wire transfer in immediately available funds the amount of such excess; and, on the other hand, if the amount of a Lender’s Commitment Percentage of the Loans in any Settlement Period is less than the amount of Loans actually funded by such Lender, the Administrative Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each Lender to transfer such funds shall be irrevocable and unconditional, without recourse to or warranty by the Administrative Agent and made without setoff or deduction of any kind. Each of the Administrative Agent and the Lenders agree to xxxx their respective books and records at the end of each Settlement Period to show at all times the dollar amount of their respective Commitment Percentages of the outstanding Loans. Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Loans prior to the time when the Lenders will actually advance and/or be repaid Loans, interest with respect to Loans shall be allocated by the Administrative Agent to each Lender (including the Administrative Agent) in accordance with the amount of Loans actually advanced by and repaid to each Lender (including the Administrative Agent) during each Settlement Period and shall accrue from and including the date such Borrowing is advanced by the Administrative Agent to but excluding the date such Loans are repaid by the Borrower or actually settled by the applicable Lender as described in this Section 2.3(c). All such Borrowings advanced by the Administrative Agent on behalf of the Lenders hereunder shall bear interest at the interest rate applicable hereunder for Loans. Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Section 2.1 of this Agreement, on outstanding Loans which it has funded to the Administrative Agent from the date such Lender funded such Loans to, but excluding, the date on which such Lender is repaid with respect to such Loans. (d) If the amounts described in subsection (b) or (c) of this Section 2.3 are not in fact made available to the Administrative Agent by a Defaulting Lender and the Administrative Agent has made such amount available to Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than 9:00 a.m.two (2) Business Days after such demand) pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, on the requested borrowing date, and shall specify (i) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to be borrowedthe Borrower to the date such corresponding amount is recovered by the Administrative Agent, which amount shall be at a minimum amount rate per annum equal to either (A) if paid by such Defaulting Lender, the Federal Funds Rate or (B) if paid by the Borrower, the then applicable rate of $250,000 or an integral multiple interest, calculated in accordance with Section 2.1 of $50,000 in excess thereofthis Agreement, and plus (ii) the requested borrowing datein each case, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery an amount equal to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent costs (including at the request of any Lenderreasonable legal expenses) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan and losses incurred as a result of the limitations set forth failure of such Defaulting Lender to provide such amount as provided in this Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the first proviso to the first sentence Borrower may have against any Lender as a result of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfiedany default by such Lender hereunder, thenincluding, subject to the terms and conditions hereofwithout limitation, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (ii) above on account of such Defaulting Lender’s default. (e) The failure of any Lender to make its portion of the Borrowing to be made by it as part of any advance shall not relieve any other Lender of its obligation, if any, hereunder to advance its portion of the Borrowing on the books date of such Borrowing, but no Lender shall be responsible for the Swing Line failure of any other Lender in immediately available fundsto make the portion of a Borrowing to be made by such other Lender on the date of any Borrowing. The amounts payable by each Lender shall be a separate and independent obligation.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice (or Safe Harbor’s irrevocable notice on behalf of the Borrower) to each of the Swing Line Lender Lenders and the Administrative Agent, which may be given by telephone. Each such notice must be received by each of the Swing Line Lender Lenders and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereofUS$100,000, and (ii) the requested borrowing date, which shall be a Business Day, and (iii) whether the proceeds of such borrowing shall be credited to the account of the Borrower or the account of Safe Harbor. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender Lenders and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the a Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless each of the Swing Line Lender has Lenders have received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender Lenders not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, each of the Swing Line Lender Lenders will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make its Pro Rata Swing Line Share of the amount of its requested Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower or the account of Safe Harbor, as applicable, on the books of the Swing Line Lender in immediately available funds. If such notice is received after 1:00 p.m. on the requested borrowing date, then each Swing Line Lender shall use best efforts to make its Pro Rata Swing Line Share of the requested Swing Line Loan available to the Borrower by 10:00 a.m. on the following Business Day, to be disbursed in the manner set forth above. For the avoidance of doubt, any notice of a Swing Line Borrowing delivered by Safe Harbor in accordance herewith shall be deemed to have the same effect hereunder as a notice of a Swing Line Borrowing delivered by the Borrower and crediting of the account of Safe Harbor shall be deemed to have the same effect hereunder as crediting the account of the Borrower (which shall be deemed to be the borrower for all purposes hereunder in respect of each Swing Line Loan).

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or electronic mail. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic or electronic mail notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of or electronic mail Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or electronic mail or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or electronic mail or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or electronic mail or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the 52 Keystone Senior Credit Agreement limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 (and, if such Letter is to be issued on the Closing Date, Section 4.01) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Administrative Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone (provided that such telephonic notice complies with the informational requirements of the form of Swing Line Loan Notice attached hereto). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 100,000 (and in integral multiple multiples of $50,000 in excess thereof100,000), and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Borrower to which the funds are to be disbursed. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Administrative Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 2:30 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.Borrowers. 106033153\V-9

Borrowing Procedures. (i) Each Swing Line Revolving Credit Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to the requested date of any Revolving Credit Borrowing of Eurodollar Rate Loans and (B) on the requested date of any Revolving Credit Borrowing of Base Rate Loans; PROVIDED, HOWEVER, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period", the applicable notice must be received by the Administrative Agent not later than 9:00 11:00 a.m. four Business Days prior to the requested date of such Revolving Credit Borrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is available to all of them. Not later than 11:00 a.m., on three Business Days before the requested borrowing datedate of such Revolving Credit Borrowing, and the Administrative Agent shall specify notify the Borrower (iwhich notice may be by telephone) the amount to be borrowed, which amount shall be a minimum amount of $250,000 whether or an integral multiple of $50,000 in excess thereof, and (ii) not the requested borrowing date, which shall be a Business DayInterest Period is available to all of the Lenders. Each such telephonic notice by the Borrower pursuant to this SECTION 2.01(b) must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by Each Revolving Credit Borrowing of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in SECTIONS 2.03(c) and 2.04(c), each Revolving Credit Borrowing of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (A) the Swing Line Lender requested date of any telephonic Notice the Revolving Credit Borrowing (which shall be a Business Day), (B) the principal amount of Swing Line BorrowingRevolving Credit Loans to be borrowed, (C) the Type of Revolving Credit Loans to be borrowed, and (D) if applicable, the Swing Line Lender duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Revolving Credit Loan in a Loan Notice, then the applicable Revolving Credit Loans shall be made as Base Rate Loans. If the Revolving Credit Borrower requests a Borrowing of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will confirm with be deemed to have specified an Interest Period of one month. (ii) Following receipt of a Loan Notice, the Administrative Agent (by telephone or in writing) that shall promptly notify each Lender of the amount of its Revolving Credit Commitment Percentage of the applicable Revolving Credit Loans. Each Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify in immediately available funds at the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, Agent's Office not later than 1:00 p.m. on the borrowing date Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in SECTION 5.02 (and, if such Notice of Swing Line BorrowingRevolving Credit Borrowing is the initial Credit Extension, SECTION 5.01), the Administrative Agent shall make the amount of its Swing Line Loan all funds so received available to the Borrower at its office in like funds as received by the Administrative Agent either by (A) crediting the account of the Borrower on the books of Bank of America with the Swing Line Lender amount of such funds or (B) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; PROVIDED, HOWEVER, that if, on the date the Loan Notice with respect to such Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing shall be applied, FIRST, to the payment in full of any such L/C Borrowings and SECOND, to the Borrower as provided above. (iii) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Revolving Credit Loans bearing interest based upon the Eurodollar Rate upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Revolving Credit Loans bearing interest based upon the Base Rate are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change. (iv) During the existence of a Default, no Loans may be requested as Eurodollar Rate Loans without the consent of the Required Lenders.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be in a minimum principal amount of $250,000 500,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing (a) The Company shall give the Agent prior written or telephonic notice of each requested Borrowing, which shall be made upon of the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephonesame type of Loan. Each such notice must shall be received by irrevocable and, in addition to the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.information required pursuant to Section 3.2(b), on the requested borrowing date, and shall specify (i) the amount to be borrowed, borrowing date (which amount shall be a Banking Day), (ii) the amount and type of Loan, and (iii) if the Borrowing is to be of Eurodollar Loans, the initial Interest Period for such Loans. Each notice of a Borrowing of Floating Rate Loans shall be received by the Agent not later than 11:00 a.m., Chicago time on the borrowing date with respect to such requested Borrowing and each notice of Borrowing of Eurodollar Loans shall be received by the Agent not later than 11:30 a.m., Chicago time at least three Banking Days prior to the borrowing date with respect to such requested Borrowing. Each Borrowing of Floating Rate Revolving Loans and of Eurodollar Revolving Loans shall be in a minimum aggregate amount of $250,000 100,000 or an integral multiple of $50,000 in excess thereof. The Company shall promptly confirm any telephonic notice of a request for a Borrowing of Revolving Loans or Term Loans in writing not later than the next following Banking Day by delivering to the Agent a confirmation (the "Confirmation") in the form of Exhibit C hereto, it being understood, however, that the Company's failure to confirm any telephonic notice or otherwise comply with the provisions of this Section 3.2 shall not affect the obligation of the Company to repay each Loan in accordance with the terms of this Agreement and the applicable Note. (b) On or before 2:00 p.m. Chicago time on the Banking Day of a requested Borrowing, each Bank shall deposit with the Agent same day funds in an amount equal to such Bank's Percentage of the requested Borrowing. Such deposit will be made to an account which the Agent shall specify from time to time by notice to the Banks. To the extent funds are received from the Banks, and (ii) provided all the conditions precedent to the making of the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm Loans have been satisfied (unless waived in accordance with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice provisions of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, thenthis Agreement), subject to the terms and conditions hereof, of Section 2.2 the Swing Line Lender will, not later than 1:00 p.m. on Agent shall make a wire transfer to account number 0000000 maintained by the borrowing date specified in such Notice Company with Bank of Swing Line Borrowing, America (#071-000039) or otherwise at the Company's direction. No Bank's obligation to make the amount of its Swing Line any Loan available shall be affected by any other Bank's failure to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsmake any Loan.

Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the U.S. Swing Line Lender and the Administrative Agent, which may be given by telephone, facsimile or other electronic transmission. Each such notice must be received by the U.S. Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, date and shall specify (ix) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (iiy) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lender and the Administrative Agent of written notice (which may be by facsimile or other electronic submission), substantially in the form of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of Loan Notice (or other form reasonably acceptable to the BorrowerAdministrative Agent). Promptly after receipt by the U.S. Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the U.S. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any relevant Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.S. Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its U.S. Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the U.S. Swing Line Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower Representative shall be made upon give written notice (each such written notice, a “Notice of Borrowing”) to Administrative Agent and each Lender of the Borrower’s irrevocable notice proposed borrowing not later than 10:00 A.M. (Mexico, City time) three Business Days prior to the Swing Line Lender and proposed date of that borrowing (or such shorter period acceptable to the Administrative Agent, which may be given by telephone). Each such notice must will be received effective upon receipt by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.Agent, on the requested borrowing datewill be irrevocable, and shall must specify the proposed Closing Date (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which date shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery Day prior to the Swing Line Lender Termination Date), or with respect to the borrowing of Tranche E Loans, the proposed Amendment No. 1 Effective Date, and amount of the requested borrowing. Except as otherwise agreed in a flow of funds memorandum in form and substance acceptable to the Administrative Agent and the Lenders (a “Funds Flow Memorandum”) on the Closing Date, or with respect to a borrowing of Tranche E Loans, on the Amendment No. 1 Effective Date, each Lender shall provide Administrative Agent with immediately available funds covering that Xxxxxx’s Pro Rata Share of that borrowing so long as the applicable Lender has not received written notice that the conditions precedent set forth in Article XII with respect to that borrowing have not been satisfied. Except as otherwise agreed in a written Notice of Swing Line BorrowingFunds Flow Memorandum, appropriately completed and signed by an Officer after the Administrative Agent’s receipt of the Borrower. Promptly after receipt by proceeds of the Swing Line Lender of any telephonic Notice of Swing Line Borrowingapplicable Loans from the Lenders, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, shall make the amount proceeds of its Swing Line Loan those Loans available to the Borrower at its office by crediting the account of the applicable Borrower on the books Closing Date (or with respect to a borrowing of Tranche E Loans, on the Amendment No. 1 Effective Date) by transferring to the applicable Borrower immediately available funds equal to the proceeds received by the Administrative Agent. There shall be a single borrowing of the Swing Line Lender in immediately available fundsLoans hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s or the Designated Borrower’s, as applicable, irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.1:00 p.m., Local Time, on the requested borrowing datedate or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which amount shall be a minimum in an aggregate amount of $250,000 or that is an integral multiple of $50,000 in excess thereofthe Borrowing Multiple and not less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Facility Lender) prior to 12:00 noon 2:00 p.m., Local Time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 5.05 is not then satisfiedsatisfied or waived (and one or more such conditions are not in fact satisfied or waived), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. 3:00 p.m., Local Time, on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office or the Designated Borrower, as applicable, in immediately available funds either by (i) crediting the account of the Borrower or the Designated Borrower, as applicable, on the books of the Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in immediately available fundseach case in accordance with instructions provided to the Swing Line Lender by the Borrower or the Designated Borrower, as applicable.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon occur following written request via such form as attached as Exhibit I or telephonic request to the Agent from the Borrower’s irrevocable notice , with any telephonic request to the Swing Line Lender and the Administrative Agent, which may be given confirmed by telephone. fax in such form as attached as Exhibit I. Each such notice or request shall specify: (i) the date of the requested Revolving Loan; (ii) the amount thereof; and (iii) if any portion of such Revolving Loan will bear interest at a Eurodollar Rate, the Interest Period selected by the Borrower with respect thereto. Such notice or request must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 10:00 a.m. (California time) on the requested borrowing dateBank Business Day prior to the day on which such Revolving Loan is to occur or, and if all or any portion of the Revolving Loan will bear interest at a Eurodollar Rate, not later than three Eurodollar Business Days prior to the date on which such Revolving Loan is to occur. Each Borrowing shall specify be in the amount of (i) the amount to be borrowed, which amount shall be a minimum amount of not less than $250,000 1,000,000 or (ii) in an integral multiple of $50,000 100,000 greater than $1,000,000. The Borrower shall be obligated to repay all Revolving Loans made to it notwithstanding the fact that the Person requesting the same was not in excess thereoffact authorized so to do. Any request for a Revolving Loan shall be deemed to be a representation that the statements set forth in Article VII are correct except to the extent that the same relate specifically to an earlier date. (b) Upon receiving a request for a Borrowing under this Section 2.2.1, and in any event not later than 11:00 a.m. (iiCalifornia time) on the day that the request is received, the Agent will notify the Lenders of the amount of the requested borrowing dateBorrowing, which shall be the amount of each Lender's Revolving Loan with respect thereto, and, if applicable, the fact that the Borrower has elected a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender Eurodollar Rate and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed Interest Period selected by an Officer of the Borrower. Promptly after receipt Upon fulfillment of the applicable conditions set forth in Article VI, each Lender shall remit its Percentage of the requested Revolving Loan to the Agent in immediately available funds. Each Lender shall make each Advance to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 a.m. (California time) to the account of the Agent most recently designated by it for such purpose by notice to the Lenders. The Agent will make such Advances available to the Borrower by wire transferring the same to an account designated by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone Borrower at First Bank or in writing) that such other manner as the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, and the Swing Line Lender will notify the Administrative Agent (by telephone or Borrower may from time to time agree in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) , prior to 12:00 noon (California time) on the date day of the proposed Swing Line requested Revolving Loan. The Agent shall have no obligation to disburse the requested Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations if any condition set forth in Article VI has not been satisfied on the first proviso day of the requested Revolving Loan. Unless the Agent shall have received notice from a Lender prior to the first sentence proposed date of any Borrowing that such Lender will not make available to the Agent such Lender's Percentage of such Revolving Loan, the Agent may assume that such Lender has made such share available on such date in accordance with this Section 2.03(a) or (B) that one or more 2.2.1 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Percentage of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Revolving Loan available to the Agent, then the applicable Lender agrees to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at its office by crediting the account greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender's Percentage in such Revolving Loan. (c) In the event that any one or more Lenders' obligations to make Advances at the Eurodollar Rate are suspended pursuant to Section 2.2.2(c) following a request for a Borrowing that specifies that a Eurodollar Rate is to apply, such Lenders shall nevertheless be obliged to fund their respective Advances, and such Advances shall bear interest at the Floating Rate until they are repaid or until such Lenders may again make, maintain or fund Advances at the Eurodollar Rate and the Borrower on the books of the Swing Line Lender in immediately available fundsrequests pursuant to Section 2.2.2(a) that a Eurodollar Rate be applicable to such Advances.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerCompany. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsCompany.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the each Swing Line Lender and the Administrative Agent, which may be given by telephonetelephone or by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to each Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the each Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, 300,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender Lenders of any telephonic Notice of Swing Line BorrowingLoan Notice, the each Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the a Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the each Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make its Swing Line Percentage of the amount of its such Swing Line Loan available to the Borrower either (1) at its office by crediting the account of the Borrower on the books of the such Swing Line Lender in immediately available fundsfunds or (2) by wire transfer of immediately available funds in accordance with instructions provided to (and reasonably acceptable to) such Swing Line Lender by the Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(a) telephone or (b) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 500,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower designated on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by: (A) telephone, (B) subject to Section 11.02(b), electronic communication or (C) a written Swingline Loan Notice, appropriately completed and signed by telephonea Responsible Officer of the Borrower; provided that any telephonic notice given under Section 2.04(b)(A) by the Borrower must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower or pursuant to an electronic communication permitted pursuant to Section 11.02(b). Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 9:00 a.m., 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, date of the Swingline Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower). Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 3:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 1:00 4:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the Borrower’s irrevocable notice by a written request by or on behalf of a Borrower delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 9:00 a.m., 11:00 a.m. on the Business Day that is the requested borrowing datedate that the Revolving Loan be made, and shall specify specifying (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereofsuch Revolving Loan, and (ii) the requested borrowing datedate of such Revolving Loan, which shall be a Business Day; provided, that, Lender may, in its discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day, subject to Section 2.2(c). Each such telephonic notice must be confirmed promptly by delivery All borrowing requests which are not made on-line via Lender’s electronic platform or portal or pursuant to the Swing Line Loan Manager Service shall be subject to (and unless Lender and elects otherwise in its discretion, such Revolving Loans shall not be made until the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of completion of) Lxxxxx’s authentication process (with results satisfactory to Lender) prior to the Borrower. Promptly after receipt by the Swing Line Lender funding of any telephonic Notice of Swing Line Borrowingsuch requested Revolving Loan. (b) All Revolving Loans shall be conclusively presumed to have been made to, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including and at the request of any and for the benefit of, a Borrower when deposited to the credit of a Borrower or otherwise disbursed or established in accordance with the instructions of a Borrower to the deposit account specified to Lender for such purpose (which shall be at a bank acceptable to Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to accordance with the terms and conditions hereofof this Agreement. (c) If Lxxxxx has separately agreed that a Borrower may use the Loan Manager Service, Revolving Loans (i) will be made solely by the Swing Line Lender willLoan Manager Service, not later than 1:00 p.m. on and (ii) will be initiated by Lxxxxx and credited to a Borrower’s operating account maintained with Lxxxxx as Revolving Loans as of the borrowing date specified end of each Business Day in an amount sufficient to maintain an agreed upon ledger balance in such Notice of Swing Line BorrowingBorrower’s operating account maintained with Lender, make the amount of its Swing Line Loan available subject to Excess Availability. Lender may terminate a Borrower’s access to the Loan Manager Service at any time in its discretion. If Lxxxxx terminates a Borrower’s access to the Loan Manager Service, each Borrower at its office by crediting may continue to request Revolving Loans as provided herein so long as no Event of Default has occurred and is continuing. Lender will have no obligation to make a Revolving Loan through the account Loan Manager Service in an amount in excess of Excess Availability or if an Event of Default has occurred and is continuing or any of the Borrower on the books of the Swing Line Lender other conditions set forth in immediately available fundsSection 3.2 are not satisfied.

Borrowing Procedures. Each Swing Line For any proposed Borrowing which is to be a Base Rate Loan, an Authorized Representative shall be made upon give the Borrower’s irrevocable Agent telephone notice to not later than 11:00 a.m. (Houston, Texas time) on the Swing Line Lender Banking Day of the proposed Borrowing, confirmed by a written borrowing request in substantially the form attached hereto as EXHIBIT 2.1(c) (a "Loan Request"), executed by an Authorized Representative and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Agent by facsimile on the Administrative day of such telephone notice. For any proposed Borrowing which is to consist of at least one (1) LIBOR Loan, an Authorized Representative shall give the Agent telephone notice not later than 9:00 a.m.11: 00 a.m. (Houston, on the requested borrowing date, and shall specify Texas time) at least three (i3) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) Banking Days prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing Borrowing, confirmed by a Loan Request executed by an Authorized Representative and received by the Swing Line Lender not to make Agent by facsimile on the day of such Swing Line Loan as a result telephone notice. Upon receipt by the Agent of the limitations set forth in Loan Request, the first proviso Agent shall promptly notify each Bank of the proposed Borrowing, including the date and amount thereof. Each Bank will make an amount equal to its respective Commitment Percentage of such Borrowing available to the first sentence of Section 2.03(a) or (B) that one or more Agent for the account of the applicable conditions Borrower at the office specified by the Agent in Section 3.02 is not then satisfied, then, subject SECTION 11.9 hereof for payment to the terms and conditions hereofBorrower by 2:00 p.m. (Houston, the Swing Line Lender will, not later than 1:00 p.m. Texas time) on the borrowing date requested by the Borrower. Unless any applicable condition specified in ARTICLE V hereof has not been satisfied, the proceeds of all such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan Loans will then be made available to the Borrower by the Agent at its such office by crediting the account of the Borrower on with the books aggregate of the Swing Line Lender amounts made available to the Agent by the Banks in immediately available fundslike funds as received by the Agent.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by telephonedelivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such notice Swingline Loan Notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (iA) the amount to be borrowed, which amount shall be a minimum in an aggregate amount of at least equal to $250,000 100,000 or an integral any greater multiple of $50,000 in excess thereof, 100,000 and (iiB) the requested borrowing date, date of the Borrowing (which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower). Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Swingline Borrowing (A1) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a) or (B2) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Swingline Lender in immediately available fundsSame Day Funds.

Borrowing Procedures. Each Swing Line Borrowing (a) The Borrower shall notify the Administrative Agent in writing not later than 12:00 Noon (Central time) on the date of each requested Borrowing, specifying the date and amount of the Borrowing. Such notice shall be made upon submitted via the Administrative Agent’s online automatic request system or in the form of the Request for Advance and shall be certified by the President or Treasurer (or such other authorized Person as the Borrower directs from time to time) of the Borrower’s . Each request for a Borrowing pursuant to this Section 2.3 shall be irrevocable notice and binding on the Borrower. Notwithstanding the obligation of the Borrower to send written confirmation of a Request for Advance, in the event that the Administrative Agent agrees to accept a Request for Advance made by telephone, such telephonic request shall be binding on the Borrower whether or not written confirmation is sent by the Borrower or requested by the Administrative Agent. The Administrative Agent may act prior to the Swing Line receipt of any requested written confirmation, without any liability whatsoever, based upon telephonic notice believed by the Administrative Agent in good faith to be from the Borrower or its agents. The Administrative Agent’s records of the terms of any telephonic requests for Advances shall be conclusive on the Borrower in the absence of gross negligence or willful misconduct on the part of the Administrative Agent in connection therewith. (b) The Administrative Agent shall give to each Lender and prompt notice (but in no event later than 1:00 P.M. (Central time) on the date of the Administrative Agent’s receipt of notice from Borrower) of each Request for Advance by facsimile, telephone, e-mail or other form of transmission. No later than 3:00 P.M. (Central time) on the date on which a Borrowing is requested to be made pursuant to the applicable Request for Advance, each Lender will make available to the Administrative Agent, which in immediately available funds, its Commitment Percentage of such Borrowing requested to be made. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Xxxxxx does not intend to make available to the Administrative Agent its portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent as required above and the Administrative Agent may, in reliance upon such assumption, make available the amount of the Borrowing to be given provided by telephonesuch Lender. Each Upon fulfillment of the conditions set forth in Sections 2.3(a) and 7.2 of this Agreement for such Borrowing, and as soon as practicable after receipt of funds from the Lenders (but in any event not later than 2:00 P.M. (Central time)) the Administrative Agent will make such funds as have been received from the Lenders available to the Borrower in the Designated Disbursement Account agreed to by the Administrative Agent and the Borrower. (c) To administer the Loan in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, the Lenders hereby instruct the Administrative Agent, and the Administrative Agent may (in its sole discretion, without any obligation) (i) make available, on behalf of the Lenders, the full amount of all Borrowings requested by the Borrower, without giving each Lender prior notice must of the proposed Borrowing, of such Xxxxxx’s Commitment Percentage thereof and the other matters covered by the Request for Advance and (ii) if the Administrative Agent has made any such amounts available as provided in clause (i), upon repayment of the Loans by the Borrower, first apply such amounts repaid directly to the amounts made available by the Administrative Agent in accordance with clause (i) and not yet settled as described below. If the Administrative Agent advances a Borrowing on behalf of the Lenders, as provided in the immediately preceding sentence, the amount of outstanding Loans and each Lender’s Commitment Percentage thereof shall be computed weekly rather than daily and shall be adjusted upward or downward on the basis of the amount of outstanding Loans as of 5:00 P.M. (Central time) on the Business Day immediately preceding the date of each computation; provided, however, that the Administrative Agent retains the absolute right at any time or from time to time to make the afore- described adjustments at intervals more frequent than weekly. The Administrative Agent shall deliver to each of the Lenders at the end of each week, or such lesser period or periods as the Administrative Agent shall determine, a summary statement of the amount of outstanding Loans for such period (such week or lesser period or periods being hereafter referred to as a “Settlement Period”). If the summary statement is sent by the Administrative Agent and received by the Swing Line Lenders prior to 12:00 Noon (Central time) on any Business Day each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 P.M. (Central time) on the day such summary statement was sent; and if such summary statement is sent by the Administrative Agent and received by the Lenders after 12:00 Noon (Central time) on any Business Day, each Lender shall make such transfers no later than 3:00 P.M. (Central time) the next succeeding Business Day after such summary statement was sent. If in any Settlement Period, the amount of a Lender’s Commitment Percentage of the Loans is in excess of the amount of Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to the Administrative Agent by wire transfer in immediately available funds the amount of such excess; and, on the other hand, if the amount of a Lender’s Commitment Percentage of the Loans in any Settlement Period is less than the amount of Loans actually funded by such Lender, the Administrative Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each Lender to transfer such funds shall be irrevocable and unconditional, without recourse to or warranty by the Administrative Agent and made without setoff or deduction of any kind. Each of the Administrative Agent and the Lenders agree to mark their respective books and records at the end of each Settlement Period to show at all times the dollar amount of their respective Commitment Percentages of the outstanding Loans. Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Loans prior to the time when the Lenders will actually advance and/or be repaid Loans, interest with respect to Loans shall be allocated by the Administrative Agent to each Lender (including the Administrative Agent) in accordance with the amount of Loans actually advanced by and repaid to each Lender (including the Administrative Agent) during each Settlement Period and shall accrue from and including the date such Borrowing is advanced by the Administrative Agent to but excluding the date such Loans are repaid by the Borrower or actually settled by the applicable Lender as described in this Section 2.3(c). All such Borrowings advanced by the Administrative Agent on behalf of the Lenders hereunder shall bear interest at the interest rate applicable hereunder for Loans. Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Section 2.1 of this Agreement, on outstanding Loans which it has funded to the Administrative Agent from the date such Lender funded such Loans to, but excluding, the date on which such Lender is repaid with respect to such Loans. (d) If the amounts described in subsection (b) or (c) of this Section 2.3 are not in fact made available to the Administrative Agent by a Defaulting Lender and the Administrative Agent has made such amount available to Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than 9:00 a.m.two (2) Business Days after such demand) pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, on the requested borrowing date, and shall specify (i) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to be borrowedthe Borrower to the date such corresponding amount is recovered by the Administrative Agent, which amount shall be at a minimum amount rate per annum equal to either (A) if paid by such Defaulting Lender, the Federal Funds Rate or (B) if paid by the Borrower, the then applicable rate of $250,000 or an integral multiple interest, calculated in accordance with Section 2.1 of $50,000 in excess thereofthis Agreement, and plus (ii) the requested borrowing datein each case, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery an amount equal to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent costs (including at the request of any Lenderreasonable legal expenses) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan and losses incurred as a result of the limitations set forth failure of such Defaulting Lender to provide such amount as provided in this Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the first proviso to the first sentence Borrower may have against any Lender as a result of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfiedany default by such Lender hereunder, thenincluding, subject to the terms and conditions hereofwithout limitation, the Swing Line Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (ii) above on account of such Defaulting Xxxxxx’s default. (e) The failure of any Lender to make its portion of the Borrowing to be made by it as part of any advance shall not relieve any other Lender of its obligation, if any, hereunder to advance its portion of the Borrowing on the books date of such Borrowing, but no Lender shall be responsible for the Swing Line failure of any other Lender in immediately available fundsto make the portion of a Borrowing to be made by such other Lender on the date of any Borrowing. The amounts payable by each Lender shall be a separate and independent obligation.

Borrowing Procedures. (a) Each Swing Line Borrowing Revolving Loan shall be made upon the Borrower’s irrevocable notice by a written request by or on behalf of a Borrower delivered to the Swing Line Lender and the Administrative Agent, (which may be given by telephone. Each such notice must be delivered through Lender’s electronic platform or portal) and received by the Swing Line Lender and the Administrative Agent not no later than 9:00 a.m., 11:00 a.m. on the Business Day that is the requested borrowing datedate that the Revolving Loan be made, and shall specify specifying (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereofsuch Revolving Loan, and (ii) the requested borrowing datedate of such Revolving Loan, which shall be a Business Day; provided, that, Lender may, in its discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day, subject to Section 2.2(c). Each such telephonic notice must be confirmed promptly by delivery All borrowing requests which are not made on-line via Lender’s electronic platform or portal or pursuant to the Swing Line Loan Manager Service shall be subject to (and unless Lender and elects otherwise in its discretion, such Revolving Loans shall not be made until the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of completion of) Lender’s authentication process (with results satisfactory to Lender) prior to the Borrower. Promptly after receipt by the Swing Line Lender funding of any telephonic Notice of Swing Line Borrowingsuch requested Revolving Loan. (b) All Revolving Loans shall be conclusively presumed to have been made to, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including and at the request of any and for the benefit of, a Borrower when deposited to the credit of a Borrower or otherwise disbursed or established in accordance with the instructions of a Borrower to the deposit account specified to Lender for such purpose (which shall be at a bank acceptable to Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth or in the first proviso to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, then, subject to accordance with the terms and conditions hereofof this Agreement. (c) If Lender has separately agreed that a Borrower may use the Loan Manager Service, Revolving Loans (i) will be made solely by the Swing Line Loan Manager Service, and (ii) will be initiated by Lender will, not later than 1:00 p.m. on and credited to a Borrower’s operating account maintained with Lender as Revolving Loans as of the borrowing date specified end of each Business Day in an amount sufficient to maintain an agreed upon ledger balance in such Notice of Swing Line BorrowingBorrower’s operating account maintained with Lender, make the amount of its Swing Line Loan available subject to Excess Availability. Lender may terminate a Borrower’s access to the Loan Manager Service at any time in its discretion. If Lender terminates a Borrower’s access to the Loan Manager Service, each Borrower at its office by crediting may continue to request Revolving Loans as provided herein so long as no Event of Default exists. Lender will have no obligation to make a Revolving Loan through the account Loan Manager Service in an amount in excess of Excess Availability or if an Event of Default exists or any of the Borrower on the books of the Swing Line Lender other conditions set forth in immediately available fundsSection 3.2 are not satisfied.

Borrowing Procedures. Each At any time an Autoborrow Agreement under the revolving credit facility provided herein is not in effect, each Swing Line Borrowing and each conversion of Swing Line Loans from one type to the other shall be made upon the BorrowerCompany’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing datedate or date of conversion of Eurodollar Rate Loans to Base Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and in each case shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Day and (iii) the Swing Line Lender and the Administrative Agent of a written Notice Type of Swing Line Borrowing, appropriately completed and signed by an Officer of the BorrowerLoan to be borrowed or to which existing Swing Line Loans are to be converted. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Company at its office by crediting the account of the Borrower Company on the books of the Swing Line Lender in immediately available funds. If the Company fails to provide a timely Swing Line Loan Notice requesting a conversion of Eurodollar Rate Loans to Base Rate Loans, such Loans shall, subject to Article III, continue as Eurodollar Rate Loans. If the Company fails to specify a Type of Swing Line Loan in a Swing Line Loan Notice, then the applicable Swing Line Loan shall, subject to Article III, be made as a Eurodollar Rate Loan. In order to facilitate the borrowing of Swing Line Loans, the Swing Line Lender may, in its sole discretion, agree with the Company to, (and the Swing Line Lender and the Company are hereby authorized to) enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and the Swing Line Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein (each such advance, an “Autoborrow Advance”); provided that, (i) in no event shall the Company be entitled to Autoborrow Advances pursuant to an Autoborrow Agreement at any time an autoborrow arrangement is in effect under the Used Vehicle Floorplan Facility (any such arrangement, a “Used Vehicle Autoborrow Arrangement”) and (ii) subject to the Administrative Agent’s consent, the Company may, upon 30 days advance notice to the Administrative Agent and the Swing Line Lender, alternate between the autoborrow arrangement described herein and a Used Vehicle Autoborrow Arrangement no more frequently than once in any calendar year. At any time such an Autoborrow Agreement is in effect, the requirements for Swing Line Borrowings set forth in the immediately preceding paragraph shall not apply, and all Swing Line Borrowings shall be made in accordance with the Autoborrow Agreement, until the right to such Swing Line Borrowings is suspended or terminated hereunder or in accordance with the terms of the Autoborrow Agreement. For purposes of determining the Outstanding Amount at any time during which an Autoborrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the amount of the Swing Line Sublimit. For purposes of any Swing Line Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America shall be deemed to be a reference to Bank of America, in its capacity as Swing Line Lender hereunder.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 2:00 p.m. (New York time) on the requested borrowing datedate of the proposed Swing Line Borrowing or at such later time as a Swingline Lender may agree, and shall specify (i) the date of such Swing Line Borrowing, (ii) the aggregate amount to be borrowedof such Swing Line Borrowing, which amount shall be a minimum in an aggregate amount of not less than $250,000 1,000,000 or an integral multiple of $50,000 1,000,000 in excess thereof, thereof and (iiiii) the requested borrowing date, which shall be a Business Dayidentity of the Borrower requesting such Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the such Borrower. Promptly after receipt by the such Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the such Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 3:00 p.m. (New York time) on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.17(a) or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 1:00 4:00 p.m. on the borrowing date specified in such Notice of Swing Line Borrowing, make the amount of its Swing Line Loan Advance available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the such Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing (other than overdraft Borrowings pursuant to Section 2.05(a)) shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 100,000 or C$100,000 (and any amount in excess thereof shall be an integral multiple of $50,000 in excess thereof25,000 or C$25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by by: (i) a Swing Line Loan Notice; or (ii) telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent by not later than 9:00 a.m., 2:00 p.m. on the requested borrowing date, and shall specify specify: (iA) the amount to be borrowed, which amount shall be in a minimum principal amount of Five-Hundred Thousand Dollars ($250,000 or an 500,000) and integral multiple multiples of One-Hundred Thousand Dollars ($50,000 100,000) in excess thereof, ; and (iiB) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the BorrowerLoan Notice. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (AI) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first foregoing proviso to the first sentence of Section 2.03(a) clause (a)(i), or (BII) that one (1) or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, in any such case of the foregoing clauses (b)(I) or (b) (II), subject to the terms and conditions hereof, the Swing Line Lender will, by not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsapplicable Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall will be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall will specify (i) the amount to be borrowed, which amount shall will be a minimum amount of $250,000 500,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall will be a Business Day. Each such telephonic notice must be confirmed promptly by delivery hand delivery, fax or e-mail to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lenderthe Lenders) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfiedsatisfied (or waived), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof500,000, and (ii) the requested borrowing date, which shall be a Business DayDay (and which may be the date of such notice so long as such notice is received no later than 1:00 p.m. on such date). Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office in like funds either by (x) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (y) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender in immediately available fundsby the Borrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the any Borrower’s irrevocable notice to the a Swing Line Lender (as selected by such Borrower in its sole discretion) and the Administrative Agent, which may be given by telephone. Each such notice must be received by the such Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 p.m. on the requested borrowing datedate (or such other time as may be agreed by such Borrower and the applicable Swing Line Lender), and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 1,000,000 or an integral a larger multiple of $50,000 in excess thereof, 100,000 and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Borrowing Request, appropriately completed and signed by an a Responsible Officer of the relevant Borrower. Promptly after receipt by the a Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Borrowing Request, the such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Loan Borrowing Request and, if not, the such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the a Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any LenderRevolving Credit Lender who would have a participation in such Swing Line Loan) prior to 12:00 noon 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a)(i) or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the such Swing Line Lender will, not later than 1:00 4:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Borrowing Request, make the amount of its Swing Line Loan available to the such Borrower either (x) at its office by crediting the account of the such Borrower on the books of the such Swing Line Lender in immediately available fundsfunds or (y) by wire transfer to such other account as such Borrower, in either case, may request. Promptly thereafter, such Swing Line Lender will provide confirmation to the Administrative Agent that the Swing Line Loan has been made available.

Borrowing Procedures. Each Swing Line Borrowing shall may be made upon the Borrower’s Loan Party Representative's irrevocable notice to the Swing Line Lender and the Senior Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Senior Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 100,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business DayDay and (iii) the Applicable Borrower for which such Swing Line Borrowing is requested. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Senior Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerLoan Party Representative. If the Loan Party Representative fails to specify the Applicable Borrower for which any Swing Line Borrowing is requested, such Swing Line Borrowing shall be deemed to be requested for the account of Enterprises. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Senior Administrative Agent (by telephone or in writing) that the Senior Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Senior Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, if in its sole discretion it elects to do so, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Applicable Borrower at its office by crediting the Borrowers' Account or any account of the Applicable Borrower designated on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 1,000,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) SECTION 2.04(A), or (B) that one or more of the applicable conditions specified in Section 3.02 ARTICLE IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Borrowing of Swing Line Borrowing Loans shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Lender and the Revolving Credit Facility Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Revolving Credit Facility Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum principal amount of $250,000 100,000, or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Revolving Credit Facility Administrative Agent of a written Notice of Swing Line BorrowingLoan Request, appropriately completed and signed by an a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Request, the Swing Line Lender will confirm with the Revolving Credit Facility Administrative Agent (by telephone or in writing) that the Revolving Credit Facility Administrative Agent has also received such Notice of Swing Line Borrowing Loan Request and, if not, the Swing Line Lender will notify the Revolving Credit Facility Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Revolving Credit Facility Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Borrowing of Swing Line Borrowing Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a) (The Swing Line), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V (Conditions Precedent) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Request, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available fundsBorrower.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the BorrowerBorrower Agent’s irrevocable notice to the Swing Line Lender and the Administrative AgentAgent pursuant to a Swing Line Loan Notice, which Swing Line Loan Notice may be given by telephonetelephonic or written. Each such notice Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 12:00 noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 500,000 and integral multiple multiples of $50,000 100,000 in excess thereof, thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice by the Borrower Agent pursuant to this Section 2.05(b) must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the BorrowerBorrower Agent. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will (i) deliver notice to the Borrower Agent and the Administrative Agent as to whether it will or will not make such Swing Line Loan available to the Borrowers and, if agreeing to make such Swing Line Loan, (ii) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 12:00 noon 1:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.05(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower Agent at its office by crediting the account of the Borrower Agent on the books of the Swing Line Lender in immediately available funds.Same Day Funds. 58 119482860_14 #193013499_v7

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone(a) telephone or (b) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 100,000 or an integral a whole multiple of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 ARTICLE IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 3:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower designated on the books of the Swing Line Lender or by wire transfer in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the a Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an 500,000 and integral multiple multiples of $50,000 100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line BorrowingLoan Notice, appropriately completed and signed by an a Responsible Officer of the such Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a2.04(a) or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 4:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingLoan Notice, make the amount of its Swing Line Loan available to the applicable Borrower at its office by crediting the account of the such Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing (i) To request the Borrowing, the Borrower shall be made upon the Borrower’s irrevocable notice deliver to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m.an irrevocable Borrowing Request in the form of Exhibit A, on appropriately completed, which Borrowing Request specifies: (A) the aggregate amount of the requested borrowing date, and shall specify Borrowing; (iB) the amount to be borrowed, which amount shall be a minimum amount proposed date of $250,000 or an integral multiple of $50,000 in excess thereof, and (ii) the requested borrowing datesuch Borrowing, which shall be a Business Day; and (C) the initial Interest Period to be applicable thereto. Each such telephonic notice The Borrowing Request must be confirmed promptly received by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowingnot later than 11:00 a.m., appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line BorrowingLondon time, the Swing Line Lender will confirm with the Administrative Agent three (by telephone or in writing3) that the Administrative Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on Business Days before the date of the proposed Swing Line Borrowing and not earlier than 11:00 a.m., London time, seven (A7) directing Business Days before the Swing Line Lender not to make such Swing Line Loan as a result date of the limitations set forth proposed Borrowing. (ii) Promptly following receipt of a Borrowing Request in accordance with this Section 2.1 of this Agreement, the first proviso Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the first sentence account of Section 2.03(a) or (B) that one or more the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction of the applicable conditions specified set forth in Section 3.02 is not then satisfiedArticle IV, then, subject the Administrative Agent will make such Loans available to the terms and conditions hereofBorrower by 7:00 p.m., New York time by wire transfer of such funds, in accordance with instructions reasonably acceptable to the Administrative Agent provided by the Borrower. (iii) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Swing Line Administrative Agent may assume that such Lender willwill make such amount available to the Administrative Agent on such date in accordance with Section 2.1(b)(ii) of this Agreement and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If a Lender has not later than 1:00 p.m. in fact made its share of the applicable Borrowing available to the Administrative Agent, such Lender shall forthwith pay to the Administrative Agent on demand such corresponding amount with interest thereon, for each day from and including the borrowing date specified in such Notice amount is made available to the Borrower to but excluding the date of Swing Line payment to the Administrative Agent, at the Federal Funds Rate. If such Lender does not pay such amount within three (3) Business Days after the date of such Borrowing, the Administrative Agent may make a demand therefor from the Borrower, and the Borrower shall, without limitation of the Borrower's rights against the defaulting Lender, pay such amount of its Swing Line Loan to the Administrative Agent, together with interest thereon from the date such amount was made available to the Borrower at its office by crediting the account interest rate per annum applicable to the Loans advanced on the date of such Borrowing. A notice of the Administrative Agent submitted to any Lender or the Borrower on with respect to any amounts owing under this paragraph shall be conclusive in the books absence of demonstrable error. (iv) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Swing Line Lenders are several and no Lender in immediately available fundsshall be responsible for any other Lender's failure to make any Loan as required herein.

Borrowing Procedures. Each Swing Line Swingline Borrowing shall be made upon the Borrower’s 's irrevocable notice to the Swing Line Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 9:00 a.m., 11:00 a.m. on the requested borrowing date, and shall (i) specify (iA) the amount to be borrowed, which amount shall be a minimum amount of $250,000 or an integral multiple of $50,000 in excess thereof100,000, and (iiB) the requested borrowing date, which shall be a Business Day, and (ii) contain a certification that the incurrence of such Swingline Borrowing is permitted under Section 4.09(b)(1) of the Senior Subordinated Notes Indenture (and the comparable provision contained in the documents evidencing or governing any other Subordinated Indebtedness). Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Swingline Lender and the Administrative Agent of a written Notice of Swing Line BorrowingSwingline Loan Notice, appropriately completed and signed by an Authorized Officer of the Borrower. Promptly after receipt by the Swing Line Swingline Lender of any telephonic Notice of Swing Line BorrowingSwingline Loan Notice, the Swing Line Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice of Swing Line Borrowing and, if not, the Swing Line Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon p.m. on the date of the proposed Swing Line Swingline Borrowing (A) directing the Swing Line Swingline Lender not to make such Swing Line Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Swingline Lender will, not later than 1:00 p.m. on the borrowing date specified in such Notice of Swing Line BorrowingSwingline Loan Notice, make the amount of its Swing Line Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s or the applicable Designated Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative AgentAgent (which shall provide notice to the other Swing Line Lender), which may be given by telephone(A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 9:00 a.m., 1:00 p.m. New York City time on the requested borrowing datedate in the case of Swing Line Loans denominated in Dollars and 1:00 p.m. London time on the requested borrowing date in the case of Swing Line Loans denominated in Euros, and shall specify (i) the amount to be borrowed, which amount shall be a minimum amount of $250,000 100,000 or an integral multiple of $50,000 in excess thereof€100,000, as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Officer of the Borrower. Promptly after receipt by the applicable Swing Line Lender of any telephonic Notice of Swing Line BorrowingLoan Notice, the applicable Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swing Line Borrowing Loan Notice and, if not, the applicable Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon 2:00 p.m. New York City time on the requested borrowing date in the case of the proposed Swing Line Borrowing Loans denominated in Dollars or 2:00 p.m. London time on the requested borrowing date in the case of Swing Line Loans denominated in Euros (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a) 2.04(a), or (B) that one or more of the applicable conditions specified in Section 3.02 Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 1:00 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice in the case of Swing Line BorrowingLoans denominated in Dollars and 3:00 p.m. London time on the borrowing date specified in such Swing Line Loan Notice in the case of Swing Line Loans denominated in Euros, make the amount of its Swing Line Loan available to the Company or the applicable Designated Borrower at its office by crediting the account of the Company or the applicable Designated Borrower on the books of the Swing Line Lender in immediately available fundsSame Day Funds or by initiating a wire transfer of such funds as directed by the Company or the applicable Designated Borrower.